UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q





x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the quarterly period ended September 30, 2010





 ̈
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the transition period from _________ to _________





Commission File Number: 000-52818





CARDIO VASCULAR MEDICAL DEVICE CORP.


(Exact name of Registrant as specified in its charter)





Delaware

98-0534701(State of incorporation)

(IRS Employer ID Number)





4500 Rockside Road, suite #400, Independence, OH 44131


(Address of principal executive offices)





(440)759-7470


(Registrant’s telephone number)








(Former name, former address and former fiscal year, if changed since last report)





Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x  No ̈





Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):





Large accelerated filer ̈
Accelerated filer ̈Non-accelerated filer ̈
Smaller reporting companyx(Do not check if a smaller reporting company)





Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   ̈   Nox





As of May 16, 2011 there were 198,900,000 shares of common stock, par value $0.0001 per share, outstanding.




-1-


TABLE OF CONTENTS





PagePART I
F-1Item 1. Financial Statements (Unaudited March 31, 2011 and Audited December 31, 2010
F-1Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
3Item 3. Quantitative and Qualitative Disclosures About Market Risk
7Item 4(T). Controls and Procedures
7PART II
8Item 1. Legal Proceedings
8Item 1A. Risk Factors
8Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
8Item 3. Defaults Upon Senior Securities
8Item 4. Submission of Matters to a Vote of Security Holders
8Item 5. Other Information
8Item 6. Exhibits
9Signatures
10


-2-
 PART I





FINANCIAL INFORMATION





Item 1. Financial Statements.





CARDIO VASCULAR MEDICAL DEVICE CORP.




(A DEVELOPMENT STAGE COMPANY)







-3-




INDEX TO FINANCIAL STATEMENTS




MARCH 31, 2011









Financial Statements-Balance Sheets as of March 31, 2011 (Unaudited) and December 31, 2010 (Audited)
F-2Statements of Operations for the Three Months Ended March 31, 2011 (Unaudited) and 2010 (Unaudited)and Cumulative from Inception (Unaudited)
F-3Statement of Stockholders’ Equity for the Period from InceptionThrough March 31, 2011 (Unaudited)
F-4Statements of Cash Flows for the Three Months Ended March 31, 2011 (Unaudited)and 2010 (Unaudited)and Cumulative from Inception (Unaudited)
F-5Notes to Financial Statements (Unaudited)
F-6





-4-




CARDIO VASCULAR MEDICAL DEVICE CORP.


(A DEVELOPMENT STAGE COMPANY)


BALANCE SHEETS


AS OF MARCH 31, 2011 (Unaudited) AND DECEMBER 31, 2010 (Audited)




ASSETSAs of


As ofMarch 31,


December 31,2011


2010(Unaudited)


(Audited)Current Assets:Cash and cash equivalents

$
-


$
-Total current assets


-



-Total Assets

$
-


$
-LIABILITIES AND STOCKHOLDERS' EQUITYCurrent Liabilities:Accounts payable - trade

$
6,144


$
3,174Accrued liabilities


40,000



12,000Due to shareholder


10,000



7,000Total current liabilities


56,144



22,174Total liabilities


56,144



22,174Commitments and Contingencies


-



-Stockholders' Equity (Deficit):Common stock, par value $0.0001 per share, 200,000,000 shares authorized;198,900,000 and 196,900,000 shares issued and outstanding, respectively


19,890



19,690Additional paid-in capital


318,229



310,029(Deficit) accumulated during development stage


(394,263
)


(351,893
)Total stockholders' equity (deficit)


(56,144
)


(22,174
)Total Liabilities and Stockholders' Equity (Deficit)

$
-


$
-




The accompanying notes to financial statements are an integral part of these statements.




-5-




CARDIO VASCULAR MEDICAL DEVICE CORP.


(A DEVELOPMENT STAGE COMPANY)


STATEMENTS OF OPERATIONS


FOR THE THREE MONTHS ENDED MARCH 31, 2011 (Unaudited)  AND 2010(Unaudited), AND


CUMULATIVE FROM INCEPTION (APRIL 26, 2007)


THROUGH MARCH 31, 2011 (Unaudited)




Three Months


Three MonthsEnded


Ended


CumulativeMarch 31,


March 31,


From2011


2010


Inception(Unaudited)


(Unaudited)


(Unaudited)Revenues

$
-


$
-


$
-Expenses:General and administrative-Consulting


-



6,000



48,216Audit and accounting fees


3,000



4,000



71,230Consulting - related parties


28,400



-



199,510Transfer agent fees


-



-



13,010Legal fees


7,000



1,500



27,490SEC and other filing fees


3,970



-



22,551Bank charges


-



-



3,940Other


-



-



3,122Website


-



-



3,551Investor relations


-



-



2,899Amortization


-



64



725Total general and administrative expenses


42,370



11,564



396,244-(Loss) from Operations


(42,370
)


(11,564
)


(396,244
)Interest and Other Income (Expense)


-



-



1,981Provision for Income Taxes


-



-



-Net (Loss)

$
(42,370
)

$
(11,564
)

$
(394,263
)(Loss) Per Common Share:(Loss) per common share - Basic and Diluted

$
(0.00
)

$
(0.00
)Weighted Average Number of Common SharesOutstanding - Basic and Diluted


197,388,889



68,730,435





The accompanying notes to financial statements are an integral part of these statements.




-6-


CARDIO VASCULAR MEDICAL DEVICE CORP.


(A DEVELOPMENT STAGE COMPANY)


STATEMENT OF STOCKHOLDERS' EQUITY


FOR THE PERIOD FROM INCEPTION (APRIL 26, 2007)


THROUGH MARCH 31, 2011


(Unaudited)




(Deficit)AccumulatedAdditional


During theCommon stock


Paid-in


DevelopmentDescription

Shares


Amount


Capital


Stage


TotalsBalance - April 26, 2007


-


$
-


$
-


$
-


$
-Common stock issued for cash


40,000,000



4,000



(3,000
)


-



1,000Common stock issued for cash


14,000,000



1,400



108,490



-



109,890Deferred offering costs


-



-



(20,000
)


-



(20,000
)Common stock issued for services


100,000



10



515



-



525Net (loss) for the period


-



-



-



(98,121
)


(98,121
)Balance - December 31, 2007


54,100,000



5,410



86,005



(98,121
)


(6,706
)Net (loss) for the period


-



-



-



(41,386
)


(41,386
)Balance - December 31, 2008


54,100,000



5,410



86,005



(139,507
)


(48,092
)Common stock issued for cash


13,600,000



1,360



26,140



-



27,500Net (loss) for the period


-



-



-



(69,866
)


(69,866
)Balance - December 31, 2009


67,700,000



6,770



112,145



(209,373
)


(90,458
)Common stock issued for services


1,200,000



120



23,880



-



24,000Common stock issued for services


2,000,000



200



59,800



-



60,000Common stock issued for services


1,000,000



100



29,900



-



30,000Common stock issued for cash


125,000,000



12,500



82,500



-



95,000Contributed capital


-



-



1,804



-



1,804Net (loss) for the period


-



-



-



(142,520
)


(142,520
)Balance - December 31, 2010


196,900,000



19,690



310,029



(351,893
)


(22,174
)Common stock issued for services


2,000,000



200



8,200



-



8,400Net (loss) for the period


-



-



-



(42,370
)


(42,370
)Balance - March 31, 2011


198,900,000


$
19,890


$
318,229


$
(394,263
)

$
(56,144
)




The accompanying notes to financial statements are an integral part of these statements.


-7-
 CARDIO VASCULAR MEDICAL DEVICE CORP.


(A DEVELOPMENT STAGE COMPANY)


STATEMENTS OF CASH FLOWS


FOR THE THREE MONTHS ENDED MARCH 31, 2011 (Unaudited)


AND 2010, (Unaudited)


AND


CUMULATIVE FROM INCEPTION (APRIL 26, 2007)


THROUGH MARCH 31, 2011 (Unaudited)




Three Months


Three MonthsEnded


Ended


CumulativeMarch 31,


March 31,


From2010


2009


Inception(Unaudited)


(Unaudited)


(Unaudited)Operating Activities:Net (loss)

$
(42,370
)

$
(11,564
)

$
(394,263
)Adjustments to reconcile net (loss) to net cashprovided by operating activities:Common stock issued for services


8,400



6,000



122,925Amortization


-



64



725Gain on extinguishment of liability


-



-



(725
)Changes in net assets and liabilities-Accounts payable


2,970



8,744



6,144Accrued liabilities


28,000



(9,744
)


40,000Net Cash Used in Operating Activities


(3,000
)


(6,500
)


(225,194
)Investing Activities:Cash provided by investing activities


-



-



-Net Cash Provided by Investing Activities


-



-



-Financing Activities:Proceeds from loans from related parties


3,000



6,500



173,250Payment of loans from related parties


-



(2,500
)


(163,250
)Proceeds from stock issued and capital contributions


-







235,194Payment of deferred offering costs


-



-



(20,000
)Net Cash Provided by Financing Activities


3,000



4,000



225,194Net (Decrease) Increase in Cash


-



(2,500
)


-Cash - Beginning of Period


-



2,950



-Cash - End of Period

$
-


$
450


$
-Supplemental disclosure of cash flow information:Cash paid during the period for:Interest

$
-


$
-


$
-Income taxes

$
-


$
-


$
-




OnMay 28, 2007, the Company acquired by assignment a United States patent named Maneuverable Coiled Guidewire from a Director and stockholder.  Under Staff Accounting Bulletin Topic 5G, "Transfer ofNonmonetary Assets byPromoters and Shareholders," the Company recorded the transaction as a royalty obligation payable at the Director and stockholder's historical cost basis, determined under accounting principles generally accepted in United States of America in the amount of $5,000. As of June 30, 2010, the Company determined that future cash flows to be generated by the patented technology were less than the net capitalized value of the patent.  Consequently, the patent and related accumulated amortization of $4,275 and $725, respectively, were written-off. The Company was also relieved of the royalty obligation of $5,000 payable to the transferring stockholder. As a result of this transaction, the Company recognized a gain of $725.  See Note 3 for additional details of this transaction.




On June 30, 2010, the Company was forgiven of an outstanding accrued liability of $1,804 payable to the Company's Chief Executive Officer. This transaction was treated as a capital contribution for financial reporting purposes.




The accompanying notes to financial statements are an integral part of these statements.


-8-


CARDIO VASCULAR MEDICAL DEVICE CORP.


(A DEVELOPMENT STAGE COMPANY)


NOTES TO FINANCIAL STATEMENTS


(Unaudited)


MARCH 31, 2011









(1)           Summary of Significant Accounting Policies




Basis of Presentation and Organization




Cardio Vascular Medical Device Corp. (the “Company” or “Cardio Vascular”) is a Delaware corporation in the development stage.  The Company was organized on April 12, 2007, and incorporated under the laws of the State of Delaware on April 26, 2007.  The business plan of the Company is to develop a medical device application utilizing a patent pertaining to a maneuverable coiled guide wire.  The patent’s intended use was to improve stenting procedures in the medical field and to advance the technology related to guidewire usage.  The Company plans to develop a prototype of the patent application, and then manufacture and market the product and/or seek third-party entities interested in licensing the rights to manufacture and market the guidewire.  Effective June 30, 2010, the Company began exploring alternative business endeavors to increase shareholder value.  Until such time as the Company identifies and engages in an alternative business plan, the Company plans to continue the pursuit of the patented technology.  The accompanying financial statements of Cardio Vascular Medical Device Corp. were prepared from the accounts of the Company under the accrual basis of accounting.




Unaudited Interim Financial Statements




The interim financial statements of the Company as of March 31, 2011, and for the periods then ended, and cumulative from inception, are unaudited. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the Company’s financial position as of March 31, 2011, and the results of its operations and its cash flows for the periods ended March 31, 2011, and cumulative from inception. These results are not necessarily indicative of the results expected for the calendar year ending December 31, 2011. The accompanying financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States. Refer to the Company’s audited financial statements as of December 31, 2010, filed with the SEC, for additional information, including significant accounting policies.




Cash and Cash Equivalents




For purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.  The company had no cash at March 31, 2011 as well as December 31, 2010.




Revenue Recognition




The Company is in the development stage and has yet to realize revenues from planned operations.  It plans to realize revenues from licensing, manufacturing, selling, research and development, and royalty activities.  Revenues will be recognized by major categories under the following policies:




For licensing activities, revenue from such agreements will be realized over the term and under the conditions of each specific license once all contract conditions have been met.  Payments for licensing fees are generally received at the time the license agreements are executed, unless other terms for delayed payment are documented and agreed to between the parties.




For manufacturing and selling activities, revenues will be realized when the products are delivered to customers and collection is reasonably assured.




For research and development activities, revenues from such agreements will be realized as contracted services are performed or when milestones are achieved, in accordance with the terms of specific agreements.  Advance payments for the use of technology where further services are to be provided or fees received on the signing of research agreements are recognized over the period of performance of the related activities.  Amounts received in advance of recognition will be considered as deferred revenues by the Company.


-9-
 CARDIO VASCULAR MEDICAL DEVICE CORP.
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO FINANCIAL STATEMENTS
 (Unaudited)
 MARCH 31, 2011


For royalty activities, revenues will be realized once performance requirements of the Company have been completed and collection is reasonably assured.




Development Costs




The Company is in the development stage, and primarily involved in the development of a prototype application of a patent.  When it has been determined that a prototype can be economically developed, the costs incurred to develop a commercial version of the product will be capitalized accordingly.  Development costs capitalized will be amortized over the estimated useful life of the product following attainment of commercial production or written-off to expense if the product or project is abandoned.




Patent




The Company obtained a United States patent from a Director and stockholder by assignment effective June 5, 2007.  The patent was originally granted on November 28, 2006.  Under Staff Accounting Bulletin Topic 5G, “Transfers of Nonmonetary Assets by Promoters and Shareholders,” the Company recorded the transaction as a royalty obligation payable at the Director and stockholder’s historical cost basis in the amount of $5,000.  The historical cost of obtaining the patent had been capitalized by the Company, and was being amortized over a period of approximately 19.5 years.  As of June 30, 2010, the Company determined that future cash flows to be generated by the patented technology were insufficient to recoup the cost associated with acquisition of the patent.  Consequently, the patent and related amortization, totaling $4,275, and $725, respectively, were determined to be fully impaired and were written off.  The Company was also relieved of a royalty obligation in the amount of $5,000 payable to the stockholder that originally assigned the patent to the Company.  As a result of these transactions, the Company recognized a gain of $725.  See Note 3 for additional details related to this transaction.




Impairment of Long-Lived Assets




The Company evaluates the recoverability of long-lived assets and the related estimated remaining lives at each balance sheet date.  The Company records an impairment or change in useful life whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed.  As of December 31, 2010, the Company determined that future cash flows to be generated by its patent were insufficient to recoup the cost associated with acquisition of the patent.  Consequently, the patent and related accumulated amortization, totaling $5,000 and $725, respectively, were determined to be fully impaired, and were written off.  See Note 3 for additional details related to this transaction.




Loss Per Common Share




Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period.  Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.  There were no dilutive financial instruments issued or outstanding.




Deferred Offering Costs




The Company defers as other assets the direct incremental costs of raising capital until such time as the offering is completed.  At the time of the completion of the offering, the costs are charged against the capital raised.  Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated.  For the period ended December 31, 2007, the Company recorded $20,000 in deferred offering costs as an offset to additional paid-in capital.


-10-
 CARDIO VASCULAR MEDICAL DEVICE CORP.
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO FINANCIAL STATEMENTS
 (Unaudited)
 MARCH 31, 2011


Income Taxes




The Company accounts for income taxes pursuant to the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 740, “Income Taxes” (“ASC 740”).  Under ASC 740, deferred tax assets and liabilities are determined based on temporary differences between the basis of certain assets and liabilities for income tax and financial reporting purposes.  The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.




The Company maintains a valuation allowance with respect to deferred tax assets.  The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period.  Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws.




Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset.  Any change in the valuation allowance will be included in income in the year of the change in estimate.




Fair Value of Financial Instruments




The Company estimates the fair value of financial instruments using the available market information and valuation methods.  Considerable judgment is required in estimating fair value.  Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange.  As of March 31, 2011 and December 31, 2010, the carrying value of the Company’s financial instruments approximated fair value due to their short-term nature and maturity.




Estimates




The financial statements are prepared on the basis of accounting principles generally accepted in the United States of America.  The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of March 31, 2011 and December 31, 2010, and expenses for the periods ended March 31, 2011, and 2010, and cumulative from inception.  Actual results could differ from those estimates made by management.




(2)           Development Stage Activities and Going Concern




The Company is currently in the development stage, and its business plan addresses the development of a medical device application utilizing a patent pertaining to a maneuverable coiled guidewire.




The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern.  The Company has incurred an operating loss since inception, had negative working capital as of March 31, 2011, and the cash resources of the Company are insufficient to meet its planned business objectives.  These and other factors raise substantial doubt about the Company’s ability to continue as a going concern.  The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.




(3)           Patent Rights




On May 28, 2007, the Company acquired by assignment 100 percent of all rights, title, and interest to a United States patent owned by a Director and stockholder of the Company in exchange for the Company’s commitment to payments of one half percent of all future revenues received from the exploitation of the patent as royalties to the Director and stockholder.  The patent was originally issued by the United States Patent and Trademark Office on November 28, 2006.  The assignment of the patent by a Director and stockholder of the Company to the Company was recorded with the United States Patent and Trademark Office on June 5, 2007.  The historical cost of the patent to the Director and stockholder in the amount of $5,000 had been reflected on the accompanying balance sheet of the Company as the cost of the patent and a long-term royalty obligation due to a Director and stockholder.


-11-
 CARDIO VASCULAR MEDICAL DEVICE CORP.
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO FINANCIAL STATEMENTS
 (Unaudited)
 MARCH 31, 2011


As of June 30, 2010, the Company determined that future cash flows to be generated by the patented technology were insufficient to recoup the cost associated with acquisition of the patent.  Consequently, the patent and related amortization, totaling $5,000, and $725, respectively, were determined to be fully impaired and were written off.  The Company was also relieved of a royalty obligation in the amount of $5,000 payable to the stockholder that originally assigned the patent to the Company.  As a result of these transactions, the Company recognized a gain of $725.




(4)           Common Stock




On May 10, 2007, the Company issued 40,000,000 (post forward stock split) shares of common stock valued at a price of $0.000025 per share for common stock subscriptions receivable of $1,000.  On August 1, 2007, the Company received $1,000 from seven stockholders of the Company in satisfaction of common stock subscriptions receivable that were entered into on May 10, 2007.




On September 24, 2007, the Company issued 100,000 (post forward stock split) shares of common stock valued at $525 for transfer agent services performed.




In addition, in 2007, the Company commenced a capital formation activity to effect a Registration Statement on Form SB-2 with the SEC, and raise capital of up to $105,000 from a self-underwritten offering of 14,000,000 (post forward stock split)shares of newly issued common stock in the public markets.  The Company filed the SB-2 Registration Statement with the SEC on August 28, 2007, and was declared effective on September 17, 2007.  On December 6, 2007, the Company completed and closed the offering by selling 14,000,000 (post forward stock split) registered shares of its common stock, par value of $0.0001 per share, at an offering price of $0.00785 per share for total proceeds of $109,890.  Deferred offering costs of the capital formation activity amounted to $20,000.




On December 30, 2008, the Company declared a 4-for-1 forward stock split of its issued and outstanding common stock to the holders of record on that date.  Such forward stock split was effective as of December 19, 2008.  The accompanying financial statements and related notes thereto have been adjusted accordingly to reflect this forward stock split.




In June 2009, the Company began a second capital formation activity through PPO #2, exempt from registration under the Securities Act of 1933, to raise up to $27,500 through the issuance of 13,600,000 (post forward stock split) shares of its common stock, par value $0.0001 per share, at an offering price of $0.002 per share.  As of June 30, 2009, the Company had subscribed 13,600,000 (post forward stock split) shares related to the PPO #2 to two foreign investors, resulting in gross proceeds of $27,500.  As of June 30, 2009, the Company declared PPO #2 closed.  On July 15, 2009, the Company issued 13,600,000 shares of its common stock subscribed.




On January 12, 2010, the Company issued 1,200,000 shares of its common stock, par value $0.0001 per share, to a Director and officer as compensation for consulting services rendered amounting to $24,000 for services rendered, and to be rendered during the year ending December 31, 2010.




On May 15, 2010, the Company issued 2,000,000 shares of common stock to Mr. Asher Zwebner, a former officer and Director or the company in exchange for the release of liabilities owed to him by the Company.  The transaction was valued at $60,000.




On May 15, 2010, the Company issued 1,000,000 shares of common stock to Mr. Joseph Raz in exchange for the release of liabilities owed to him by the Company.  The transaction was valued at $30,000.




On June 8, 2010, the Company sold an aggregate of 125,000,000 shares of Common Stock to two separate entities (Rada Advisors, Inc. and Olympus Capital Group, LLC) for a total of $95,000 pursuant to an Agreement for the Purchase of common stock.  The share transaction represented approximately 63.5 percent of the total outstanding securities of the Company, and resulted in change in control of the Company.




On March 10, 2011 David Hostelley, was named Chief Executive Officer, President, Chief Financial Officer and Director of the Company.  For agreeing to serve in such capacity Mr. Hostelley was issued 2,000,000 shares of Common Stock of the Company. The stock was valued at $8,400 based the current market price discounted for restricted trading.


-12-
 CARDIO VASCULAR MEDICAL DEVICE CORP.
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO FINANCIAL STATEMENTS
 (Unaudited)
 MARCH 31, 2011


(5)           Income Taxes




The provision (benefit) for income taxes for the periods ended March 31, 2011 and 2010, were as follows (using a 23 percent effective Federal and state income tax rate):





2011


2010Current Tax Provision:Federal-Taxable income

$
-


$
-Total current tax provision

$
-


$
-Deferred Tax Provision:Federal-Loss carryforwards

$
9,745


$
2,660Change in valuation allowance


(9,745
)


(2,660
)Total deferred tax provision

$
-


$
-




The Company had deferred income tax assets as of March 31, 2011 and December 31, 2010, as follows:




2011


2010Loss carryforwards

$
90,680


$
80,935Less - valuation allowance


(90,680
)


(80,935
)Total net deferred tax assets

$
-


$
-




As of March 31, 2011 the Company had net operating loss carry forwards for income tax reporting purposes of approximately $394,000, which may be offset against future taxable income.  The net operating loss carry forwards will expire by the year 2031.  Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs or a change in the nature of the business.  Therefore, the amount available to offset future taxable income may be limited.




No tax benefit has been reported in the financial statements for the realization of loss carry forwards, as the Company believes there is high probability that the carry forwards will not be utilized in the foreseeable future.  Accordingly, the potential tax benefits of the loss carry forwards are offset by a valuation allowance of the same amount.




The Company did not identify any material uncertain tax positions on returns that have been filed or that will be filed.  The Company did not recognize any interest or penalties for unrecognized tax benefits.





The Company has filed income tax returns in the United States. All tax years are closed by expiration of the statute of limitations.


-13-
 CARDIO VASCULAR MEDICAL DEVICE CORP.
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO FINANCIAL STATEMENTS
 (Unaudited)
 MARCH 31, 2011


(6)           Related Party Transactions




The related party transactions are not necessarily arms length transactions.




On May 28, 2007, a Director and stockholder of the Company assigned to the Company, in exchange for the Company’s commitment to royalty payments to the Director and stockholder of one-half percent of all future revenues received from the exploitation of the maneuverable coiled guidewire patent.  The historical cost of the patent to the Director and stockholder in the amount of $5,000 had been reflected on the accompanying balance sheet of the Company as the cost of the patent and a long-term royalty obligation due to a Director and stockholder.  The Company recorded amortization of the cost of the patent in the amounts of $64 and $256 for the years ended December 31, 2010, and 2009, respectively.




On August 1, 2007, the Company received $1,000 from seven stockholders of the Company in satisfaction of common stock subscriptions receivable that were entered into on May 10, 2007.




As of June 30, 2010, the royalty obligation payable to the transferring stockholder was discontinued, and the carrying amount of the patent, related accumulated amortization, and the royalty obligation were adjusted accordingly.




On March 10, 2011 David Hostelley, was named Chief Executive Officer, President, Chief Financial Officer and Director of the Company.  For agreeing to serve in such capacity Mr. Hostelley was issued 2,000,000 shares of Common Stock of the Company. The stock was valued at $8,400 based the current market price discounted for restricted trading.




As of March 31, 2011, the Company owed $10,000 to stockholders of the Company. The loan is for working capital, non-interest bearing and due on demand.




(7)           Commitments and Contingencies




The Company was committed to paying royalties to a Director and stockholder based on one-half percent of all future revenues received from the exploitation of a patent as described in Note 3 above.  As of June 30, 2010, the royalty obligation payable to the transferring stockholder was discontinued, and the carrying amount of the patent, accumulated amortization, and the royalty obligation were adjusted accordingly.




On September 17, 2007, the Company entered into a Consulting Agreement with Island Capital Management, LLC dba Island Stock Transfer (“Island Stock Transfer”) for consulting and advisory services.  Under the Agreement, the Company agreed to pay to Island Stock Transfer initial fees amounting to $2,525 plus transaction fees payable as follows:  (1) $1,000 due at the time of execution of the Agreement, and $1,000 within 60 days; (2) the issuance of 25,000 shares of the Company’s common stock with a value of $525; and (3) transaction fees in accordance with the fee schedule for services of Island Stock Transfer.  The Company also has the right under the Agreement to repurchase the 25,000 shares of common stock from Island Stock Transfer for a period of one year for $10,000.  Prior to June 30, 2008, the Company paid the initial fee of $2,000 for consulting and advisory services, and issued 25,000 shares of common stock for such services with a value of $525.




(8)           Change in Management




On July 26, 2009, the former Directors, Messrs. Benny Gaber, and Lavi Krasney resigned from all of their respective positions as executive officers, and as members of Board of Directors of the Company.  On the same date, the Board of Directors appointed Messrs. Boaz Benrush and Oren Bar-nir Gayer, as members of the Board of Directors.  Mr. Benrush was also appointed as the Chairman of the Board.




On September 14, 2009, Messrs. Boaz Benrush and Oren Bar-nir Gayer resigned from their positions as members of the Board of Director of the Company due to the Company’s business plan change.  Mr. Doron Latzer also resigned from his position as an officer of the Company.




Also on September 14, 2009, the Company appointed Messrs. Eli Gonen and Asher Zwebner as members of the Board of Directors.  In addition, the Board of Directors appointed Messrs. Eli Gonen as Chairman of the Board, and Asher Zwebner as Secretary of the Company.




On June 8, 2010, Messrs. Asher Zwebner and Eli Gonen resigned as officers and Directors of the Company.  On the same date, Mr. Carl Tedeschi was appointed as an executive officer and Director of the Company.




On March 10, 2011 David Hostelley, was named Chief Executive Officer, President, Chief Financial Officer and Director of the Company. -14-
 CARDIO VASCULAR MEDICAL DEVICE CORP.
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO FINANCIAL STATEMENTS
 (Unaudited)
 MARCH 31, 2011




(9)           Subsequent Event




(10)           Recent Accounting Pronouncements




Effective July 1, 2009, the Company adopted FASB ASC Topic 105-10, “Generally Accepted Accounting Principles – Overall” (“Topic 105-10”).  Topic 105-10 establishes the FASB Accounting Standards Codification (the “Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP.  Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants.  All guidance contained in the Codification carries an equal level of authority.  The Codification superseded all existing non-SEC accounting and reporting standards.  All other non-grandfathered, non-SEC accounting literature not included in the Codification is non-authoritative.  The FASB will not issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts.  Instead, it will issue Accounting Standards Updates (“ASU’s”).  The FASB will not consider ASU’s as authoritative in their own right.  ASU’s will serve only to update the Codification, provide background information about the guidance, and provide the bases for conclusions on the change(s) in the Codification.  References made to FASB guidance throughout this document have been updated for the Codification.




In January 2010, the FASB issued ASU 2010-06, "Improving Disclosures about Fair Value Measurements.”  This update requires additional disclosure within the roll forward of activity for assets and liabilities measured at fair value on a recurring basis, including transfers of assets and liabilities between Level 1 and Level 2 of the fair value hierarchy and the separate presentation of purchases, sales, issuances and settlements of assets and liabilities within Level 3 of the fair value hierarchy.  In addition, the update requires enhanced disclosures of the valuation techniques and inputs used in the fair value measurements within Levels 2 and 3.  The new disclosure requirements are effective for interim and annual periods beginning after December 15, 2009, except for the disclosure of purchases, sales, issuances, and settlements of Level 3 measurements.  Those disclosures are effective for fiscal years beginning after December 15, 2010.  As ASU 2010-06 only requires enhanced disclosures, the Company does not expect that the adoption of this update will have a material effect on its financial statements.




In February 2010, the FASB issued ASU No. 2010-09, "Amendments to Certain Recognition and Disclosure Requirements,” which eliminates the requirement for SEC filers to disclose the date through which an entity has evaluated subsequent events.  ASC No. 2010-09 is effective for its fiscal quarter beginning after December 15, 2010.  The adoption of ASC No. 2010-06 will not have a material impact on the Company's financial statements.




Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not, or are not believed by management to, have a material impact on the Company’s present or future financial statements.







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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.





As used in this Form 10-Q, references to the “Cardio Vascular,” Company,” “we,” “our” or “us” refer to Cardio Vascular Medical Device Corp. unless the context otherwise indicates.





Forward-Looking Statements





The following discussion should be read in conjunction with our financial statements, which are included elsewhere in this Form 10-Q (the “Report”). This Report contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.





For a description of such risks and uncertainties, refer to our Registration Statement on Form SB-2 and Form 10-K, filed with the Securities and Exchange Commission on August 28, 2007, and March 31, 2009, respectively. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.





Overview




We were incorporated under the laws of the State of Delaware on April 26, 2007. We intend to engage in the manufacture and distribution of a new and improved maneuverable-coiled guidewire. We are a development stage company. Since our incorporation, the Company has completed the assignment of a patent pertaining to a maneuverable coiled guidewire, issued common stock for stock subscription agreements, and commenced a capital formation activity to affect a Registration Statement on Form SB-2 with the SEC to raise capital of up to $105,000 from a self-underwritten offering of 14,000,000 (post forward stock split)shares of newly issued common stock in the public markets.  The Registration Statement on Form SB-2 was filed with the SEC on August 28, 2007, and declared effective on September 17, 2007.  On December 6, 2007, the Company completed the offering of its registered common stock.




On December 19, 2008, Cardio Vascular Medical Device Corp. implemented a 1:4 stock dividend payment of its issued and outstanding shares of common stock. As a result of the dividend payment the issued and outstanding shares of common stock of the Company increased from 13,525,000 shares to 54,100,000 shares.




On June 8, 2010 the Company sold an aggregate of 125,000,000 shares of Common Stock to two separate entities.




Business Description





We own the technology and patent for a new and improved maneuverable-coiled guidewire. Such patent, entitled the “Maneuverable-Coiled Guidewire,” was approved and granted by the United States Patent and Trademark Office on November 28, 2006, and was assigned the United States Patent No. 7,141,024. The inventor of the technology covered by such patent was Benny Gaber. The patent and all other intellectual property rights relating to the technology were acquired by us on May 28, 2007, in exchange for future royalties to be paid in the amount of 5% from revenues derived from the sale and/or licensing and/or manufacturing of the related patent. On such a date, we entered into a Patent Transfer and Sale Agreement with Benny Gaber, our President and Director at that time, pursuant to which Mr. Gaber assigned to us all of his rights, title, and interest in the patent and other intellectual property rights related thereto. The assignment was recorded with the United States Patent and Trademark Office on June 5, 2007.





The invention is characterized by a maneuverable-coiled guidewire. A guidewire is a slender flexible metal wire with a very soft tip (usually made of a coil) that can be bent prior to the insertion into the arteries. The surgeon, by twirling and manipulating it back and forth, tries to insert the tip into the desired branch when in a bifurcation. The invention is based on the “Buckling” theory in which the tip is bent according to the force applied to it. Our principal business plan is to develop a prototype and then manufacture and market the product and / or seek third party entities interested in licensing the rights to manufacture our product. We have not yet approached or spoken with any such potential partners or licensees.





Once a valid prototype is working, the Company will apply for an IRB (an approval by the Helsinki Committee) to start conducting trials in medical clinics and / or hospitals. Based on the results of these trials, the Company, in conjunction with the third party manufacturers will apply for FDA approval (501k). Once FDA approval is received, the Company will seek to license the related technology to medical companies, strategic partners and / or manufacture the products for medical clinics and / or hospitals.


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Due to the state of the economy, the Company has conducted virtually no business other than organizational matters, filing its Registration Statement and filings of periodic reports with the SEC.  In July of 2009, The Company planned to abandon its initial business plan, and seek to enter the water treatment market, with its initial focus on actively and diligently promoting the use of cooling tower water treatment systems.





On July 22, 2009, the Company, and Elgressy Engineering Services Ltd., a company incorporated in the State of Israel (“Elgressy”) entered into a twenty-year Exclusive Marketing Agreement (the “Marketing Agreement”), dated July 15, 2009.  Pursuant to the Marketing Agreement, the Company became the exclusive independent sales and marketing representative of Elgressy cooling tower water treatment systems.





On July 21, 2009, the Company and N.D. Raz Business and Project Development Ltd., a company formed under the laws of the State of Israel ("N.D. Raz") and Mr. Yossi Raz (“Mr. Raz” and N.D Raz are hereinafter referred to as the “Consultant”), entered into a Consulting Agreement (the “Consulting Agreement”).  Pursuant to the Consulting Agreement, the Consultant agreed to provide the Company with management, business development, and marketing services.





On July 26, 2009, Messrs. Benny Gaber and Lavi Krasney resigned from all of their respective positions as executive officers, and as members of Board of Directors of the Company. On the same date, the Board of Directors appointed Messrs. Boaz Benrush and Oren Bar-nir Gayer, as members of the Board of Directors. Mr. Benrush was also appointed as the Chairman of the Board.





In September 2009, the management of the Company decided to change back to its original business plan, which resulted in the resignation of Messrs. Boaz Benrush and Oren Bar-nir Gayer from their positions as members of the Board of Director of the Company. Mr. Doron Latzer also resigned from his position as an officer of the Company. The Company has terminated the Marketing Agreement and the Consulting Agreement.





Also on September 14, 2009, the Company appointed Messrs. Eli Gonen and Asher Zwebner as members of the Board of Directors. In addition, the Board of Directors appointed Messrs. Eli Gonen as Chairman of the Board, and Asher Zwebner as Secretary of the Company.





On June 8, 2010, Messrs. Asher Zwebner and Eli Gonen resigned as officers and directors of the Company.  On June 8, 2010, Mr. Carl Tedeschi was appointed as an executive officer and director of the Company.





Termination of Agreements





On May 13, 2010, the Company terminated its marketing agreement dated July 15, 2009, with Elgressy Engineering Services (1987) Ltd.  The marketing agreement was terminated, notwithstanding any survival provisions therein, in its entirety, and will have no further force or effect.





On May 13, 2010, the Company terminated its employment agreement with Joseph Raz.  Mr. Raz was issued 1,000,000 shares of common stock upon termination.  The employment agreement was terminated, notwithstanding any survival provisions therein, in its entirety, and will have no further force or effect.





Plan of Operation





Since our inception, we have not generated any revenues and do not expect to generate any revenues over the next 12 months. Our principal business objective for the next 12 months will be to successfully develop a working prototype. We will rely on third parties to develop a prototype and to work with us to manufacture the product. If our manufacturing and distribution agreements are not satisfactory, we may not be able to develop or commercialize our device as planned. In addition, we may not be able to contract with third parties to manufacture our device in an economical manner. Furthermore, third-party manufacturers may not adequately perform their obligations, which may impair our competitive position. If a manufacturer fails to perform, we could experience significant time delays or we may be unable to commercialize or continue to market our maneuverable-coiled guidewire device.





Planfor new business activity





We are not aware of any material trend, event, or capital commitment, which would potentially adversely affect liquidity. In the event such a trend develops, we believe that we will have sufficient funds available to satisfy working capital needs through lines of credit and the funds expected from equity sales.


-17-


Subsequent Event – Change of Control




Results of Operations For the three months ending March 31 2011 compared to the three months ending March 31, 2010.





The following discussion should be read in conjunction with the condensed financial statements and in conjunction with the Company's Form 10-K filed on March 31, 2011. Results for interim periods may not be indicative of results for the full year.





Revenues





The Company is in its development stage and did not generate any revenues for the three months ended March 31, 2011, and 2010.





Total operating expenses





During the three months ended March 31, 2011 , and 2010, total operating expenses were $42,370 and $ 11,564 respectively. The increase in the general and administrative expenses were primarily the result of consulting fees of $28,400 recorded in the first quarter of 2011 .





Net loss





During the three months ended March 31, 2011, and 2010 the net loss was $42,370 and $11,564, respectively.





Going Concern Consideration




While management of the Company believes that the Company will be successful in its planned operating activities, there can be no assurance that the Company will be successful in the development of a prototype of its patent, commercialization of the prototype, sale of its planned product, technology, or services that will generate sufficient revenues to earn a profit and sustain the operations of the Company. The Company also intends to conduct additional capital formation activities through the issuance of its common stock and to commence operations. The financial statements contained herein for the three month period ended March 31, 2011, contain additional note disclosures describing the circumstances related to the Company's ability to continue as a going concern.





Liquidity and Capital Resources





As of March 31, 2011 and December 31, 2010, the Company had cash in the amount of $$0 and $0 respectively. Cash and cash equivalents from inception to date have been sufficient to provide the operating capital necessary to operate to date. Cash provided by financing activities for the three months ended March 31, 2011, totaled $3,000.





The Company does not believe that its available funds will be sufficient to fund its expenses over the next 12 months. The Company will need to obtain additional capital in order to develop its business operations and become profitable. In order to obtain capital, the Company may need to sell additional shares of its common stock or borrow funds from private lenders. There can be no assurance that the Company will be successful in obtaining additional funding.





The Company currently has no agreements, arrangements, or understandings with any person to obtain funds through bank loans, lines of credit, or any other sources. Since the Company has no such arrangements or plans currently in effect, its inability to raise funds for the above purposes will have a severe negative impact on its ability to remain a viable company. The Company is however seeking additional equity financing from certain financial institutions to enable its continuance with its proposed business plan.





Off Balance Sheet Arrangements





We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors.


-18-


Item 3. Quantitative and Qualitative Disclosures About Market Risk





A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.





Item 4. Controls and Procedures.





Evaluation of Disclosure Controls and Procedures





As of the end of the period covered by this Report, we conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the 1934 Act). Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in reports that we file or submit under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms.





Changes in Internal Control Over Financial Reporting.





There have been no changes  in the  Company’s  internal  control  over  financial reporting identified in connection with the evaluation required by paragraph (d) of Rule  240.15d-15  that occurred during the Company’s last fiscal quarter that has  materially  affected,  or is reasonable  likely to materially  affect,  the Company internal control over financial reporting.





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PART II


OTHER INFORMATION





Item 1. Legal Proceedings.





There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficiary of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.





Item 1A.  Risk Factors





A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.





Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.





Unregistered Sale of Equity Securities





Item 701 information previously has been included in a Current Report on Form 8-K.





Purchases of equity securities by the issuer and affiliated purchasers





None.





Use of Proceeds





None





Item 3. Defaults Upon Senior Securities.





None.





Item 4. Submission of Matters to a Vote of Security Holders.





There was no matter submitted to a vote of security holders during the nine months ended September 30, 2010.





Item 5. Other Information.





None.





Item 6. Exhibits





Exhibit

No.

Description31.1

Rule 13a-14(a)/15d14(a) Certifications of Carl Tedeschi, the President, Chief Executive Officer and Director (attached hereto)31.2

Rule 13a-14(a)/15d14(a) Certifications of Carl Tedeschi, the Secretary, Treasurer, and Director(attached hereto)32.1

Section 1350 Certifications of Carl Tedeschi, the President, Chief Executive Officer and Director(attached hereto)32.2

Section 1350 Certifications of Carl Tedeschi, the Secretary, Treasurer, and Director (attached hereto)





-20-


SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


CARDIO VASCULAR MEDICAL  DEVICE CORP  .Dated: May 16, 2011.
By:
/s/ David F. HostelleyTitle:
David F. HostelleyPresident, Chief Executive Officer, Chief Financial Officer and Director





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