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, 2009





 ̈
            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)





12 Shaar
Hagai Street


Haifa,
Israel 34554


(Address
of principal executive offices)





011-972-
544-982397


(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 o





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 company
            x


(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  x No  o





As
of   October 30, 2009, there were 67,700,000 shares of common
stock, par value $0.0001 per share, outstanding.









TABLE
OF CONTENTS





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




2


PART
I


FINANCIAL
INFORMATION





Item
1. Financial Statements.




CARDIO
VASCULAR MEDICAL DEVICE CORP.


(A
DEVELOPMENT STAGE COMPANY)
 INDEX
TO FINANCIAL STATEMENTS
 SEPTEMBER
30, 2009, AND 2008
 (Unaudited)
 
 Financial
      Statements-Balance
      Sheets as of September 30, 2009, and December 31, 2008
                  
                  F-2Statements
      of Operations for the Three and Nine Months Ended September 30, 2009, and
      2008, and Cumulative from Inception
                  
                  F-3Statements
      of Cash Flows for the Nine Months Ended September 30, 2009, and 2008, and
      Cumulative from Inception
                  
                  F-4Notes
      to Financial Statements September 30, 2009, and 2008
                  
                  F-5
  F-1
 
 CARDIO
VASCULAR MEDICAL DEVICE CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 BALANCE
SHEETS (NOTE 2)
 AS
OF SEPTEMBER 30, 2009, AND DECEMBER 31, 2008
 (Unaudited)
 
 September
      30,
                      
                      
                      December
      31,2009
                      
                      
                      2008ASSETSCurrent
      Assets:Cash
      in bank
                      
                      $
                      1,985
                      
                      
                      $
                      1,022Total
      current assets
                      
                      
                      1,985
                      
                      
                      
                      1,022Other
      Assets:Patent,
      net of accumulated amortization of $597 and $405 in 2009 and 2008,
      respectively
                      
                      
                      4,403
                      
                      
                      
                      4,595Total
      other assets
                      
                      
                      4,403
                      
                      
                      
                      4,595Total
      Assets
                      
                      $
                      6,388
                      
                      
                      $
                      5,617LIABILITIES AND STOCKHOLDERS'
      (DEFICIT)Current
      Liabilities:Accounts
      payable - Trade
                      
                      $
                      1,949
                      
                      
                      $
                      —Accrued
      liabilities
                      
                      
                      4,000
                      
                      
                      
                      16,449Due
      to related parties
                      
                      
                      59,160
                      
                      
                      
                      32,260Total
      current liabilities
                      
                      
                      65,109
                      
                      
                      
                      48,709Long-term
      Debt:Royalty
      obligation payable to a Director and stockholder
                      
                      
                      5,000
                      
                      
                      
                      5,000Total
      long-term debt
                      
                      
                      5,000
                      
                      
                      
                      5,000Total
      liabilities
                      
                      
                      70,109
                      
                      
                      
                      53,709Commitments
      and ContingenciesStockholders'
      (Deficit):Common
      stock, par value $0.0001 per share, 200,000,000 shares authorized;
      67,700,000 and 54,100,000 shares issued and outstanding in 2009 and 2008,
      respectively
                      
                      
                      6,770
                      
                      
                      
                      5,410Additional
      paid-in capital
                      
                      
                      112,145
                      
                      
                      
                      86,005(Deficit)
      accumulated during the development stage
                      
                      
                      (182,636
                      )
                      
                      
                      (139,507
                      )Total
      stockholders' (deficit)
                      
                      
                      (63,721
                      )
                      
                      
                      (48,092
                      )Total
      Liabilities and Stockholders' (Deficit)
                      
                      $
                      6,388
                      
                      
                      $
                      5,617
 
 The
accompanying notes to financial statements are
 an
integral part of these balance sheets.
  F-2
 
 CARDIO
VASCULAR MEDICAL DEVICE CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENTS
OF OPERATIONS (NOTE 2)
 FOR
THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2009, AND 2008,
 AND
CUMULATIVE FROM INCEPTION (APRIL 26, 2007) THROUGH SEPTEMBER 30,
2009
 (Unaudited)
 
 Three Months Ended
                      
                      
                      Nine Months Ended
                      
                      
                      CumulativeSeptember 30,
                      
                      
                      September 30,
                      
                      
                      From2009
                      
                      
                      2008
                      
                      
                      2009
                      
                      
                      2008
                      
                      
                      InceptionRevenues
                      
                      $
                      —
                      
                      
                      $
                      —
                      
                      
                      $
                      —
                      
                      
                      $
                      —
                      
                      
                      $
                      —Expenses:General
      and administrative-Consulting
      fees - Related party
                      
                      
                      4,000
                      
                      
                      
                      1,000
                      
                      
                      
                      10,000
                      
                      
                      
                      3,500
                      
                      
                      
                      54,055Audit
      and accounting fees
                      
                      
                      4,500
                      
                      
                      
                      3,000
                      
                      
                      
                      12,500
                      
                      
                      
                      9,000
                      
                      
                      
                      44,450Consulting
      fees
                      
                      
                      13,600
                      
                      
                      
                      6,000
                      
                      
                      
                      13,600
                      
                      
                      
                      6,000
                      
                      
                      
                      46,130Transfer
      agent fees
                      
                      
                      638
                      
                      
                      
                      1,658
                      
                      
                      
                      2,302
                      
                      
                      
                      2,354
                      
                      
                      
                      11,585Legal
      fees
                      
                      
                      4,000
                      
                      
                      
                      1,500
                      
                      
                      
                      4,000
                      
                      
                      
                      6,100
                      
                      
                      
                      12,490SEC
      and other filing fees
                      
                      
                      —
                      
                      
                      
                      2,353
                      
                      
                      
                      —
                      
                      
                      
                      2,353
                      
                      
                      
                      6,254Bank
      charges
                      
                      
                      384
                      
                      
                      
                      292
                      
                      
                      
                      535
                      
                      
                      
                      677
                      
                      
                      
                      3,933Other
                      
                      
                      —
                      
                      
                      
                      100
                      
                      
                      
                      —
                      
                      
                      
                      540
                      
                      
                      
                      2,662Amortization
                      
                      
                      64
                      
                      
                      
                      64
                      
                      
                      
                      192
                      
                      
                      
                      192
                      
                      
                      
                      597Stock
      issued for services
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      525Total
      general and administrative expenses
                      
                      
                      27,186
                      
                      
                      
                      15,967
                      
                      
                      
                      43,129
                      
                      
                      
                      (30,716
                      )
                      
                      
                      182,681(Loss)
      from Operations
                      
                      
                      (27,186
                      )
                      
                      
                      (15,967
                      )
                      
                      
                      (43,129
                      )
                      
                      
                      (30,716
                      )
                      
                      
                      (182,681
                      )Other
      Income (Expense)
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      45Provision
      for Income Taxes
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —Net
      (Loss)
                      
                      $
                      (27,186
                      )
                      
                      $
                      (15,967
                      )
                      
                      $
                      (43,129
                      )
                      
                      $
                      (30,716
                      )
                      
                      $
                      (182,636
                      )(Loss)
      Per Common Share:(Loss)
      per common share - Basic and Diluted
                      
                      $
                      (0.00
                      )
                      
                      $
                      (0.00
                      )
                      
                      $
                      (0.00
                      )
                      
                      $
                      (0.00
                      )Weighted Average Number of
      Common Shares Outstanding - Basic and
      Diluted
                      
                      
                      65,630,435
                      
                      
                      
                      54,100,000
                      
                      
                      
                      57,985,714
                      
                      
                      
                      54,100,000
 
 The
accompanying notes to financial statements are
 an
integral part of these statements.
  F-3
 
 CARDIO
VASCULAR MEDICAL DEVICE CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENTS
OF CASH FLOWS (NOTE 2)
 FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2009, AND 2008,
 AND
CUMULATIVE FROM INCEPTION (APRIL 26, 2007) THROUGH SEPTEMBER 30,
2009
 (Unaudited)
 
 Nine Months Ended
                      
                      
                      CumulativeSeptember 30,
                      
                      
                      From2009
                      
                      
                      2008
                      
                      
                      InceptionOperating
      Activities:Net
      (loss)
                      
                      $
                      (43,129
                      )
                      
                      $
                      (30,716
                      )
                      
                      $
                      (182,636
                      )Adjustments
      to reconcile net (loss) to net cash (used in) operating
      activities:Issuance
      of common stock for services rendered
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      525Amortization
                      
                      
                      192
                      
                      
                      
                      192
                      
                      
                      
                      597Changes
      in net liabilities-Accounts
      payable - Trade
                      
                      
                      1,949
                      
                      
                      
                      —
                      
                      
                      
                      1,949Accrued
      liabilities
                      
                      
                      (12,449
                      )
                      
                      
                      4,361
                      
                      
                      
                      4,000Net
      Cash (Used in) Operating Activities
                      
                      
                      (53,437
                      )
                      
                      
                      (26,163
                      )
                      
                      
                      (175,565
                      )Investing
      Activities:Investing
      activities
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —Net
      Cash Provided by Investing Activities
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —Financing
      Activities:Proceeds
      from loans from related parties
                      
                      
                      26,900
                      
                      
                      
                      14,300
                      
                      
                      
                      88,160Proceeds
      from loans from related party - Stockholder
                      
                      
                      —
                      
                      
                      
                      10,000
                      
                      
                      
                      10,000Payments
      on loan from related party
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      (39,000
                      )Common
      stock issued for cash
                      
                      
                      27,500
                      
                      
                      
                      —
                      
                      
                      
                      138,390Deferred
      offering costs
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      (20,000
                      )Net
      Cash Provided by Financing Activities
                      
                      
                      54,400
                      
                      
                      
                      24,300
                      
                      
                      
                      177,550Net
      Increase (Decrease) in Cash
                      
                      
                      963
                      
                      
                      
                      (1,863
                      )
                      
                      
                      1,985Cash
      - Beginning of Period
                      
                      
                      1,022
                      
                      
                      
                      2,250
                      
                      
                      
                      —Cash
      - End of Period
                      
                      $
                      1,985
                      
                      
                      $
                      387
                      
                      
                      $
                      1,985Supplemental
      Disclosure of Cash Flow Information:Cash
      paid during the period for:Interest
                      
                      $
                      —
                      
                      
                      $
                      —
                      
                      
                      $
                      —Income
      taxes
                      
                      $
                      —
                      
                      
                      $
                      —
                      
                      
                      $
                      —
 
 On May
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 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,
determined under accounting principles generally accepted in United States of
America in the amount of $5,000.
 
 On
September 24, 2007, the Company issued 25,000 shares of common stock in payment
of consulting fees of $525.
 
 The
accompanying notes to financial statements are
 an integral part of these
statements.
  F-4
  CARDIO
VASCULAR MEDICAL DEVICE CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 SEPTEMBER
30, 2009, AND 2008
 (Unaudited)
 
 (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 guidewire.  The patent’s intended use is to improve stenting
procedures in the medical field and to advance the technology related to
guidewire usage.  The Company also 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.  The accompanying financial statements of Cardio
Vascular Medical Device Corp. were prepared from the accounts of the Company
under the accrual basis of accounting.
 
 In
addition, in 2007, the Company commenced a capital formation activity to effect
a Registration Statement on Form SB-2 with the Securities and Exchange
Commission, 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 it 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.
 
 In June
2009, the Company began a second capital formation activity through a Private
Placement Offering (“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 2 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.
 
 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 as described below
 
 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”).  Pursuant
to the Marketing Agreement, the Company became the exclusive independent sales
and marketing representative of Elgressy cooling tower water treatment
systems.
  F-5
  CARDIO
VASCULAR MEDICAL DEVICE CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 SEPTEMBER
30, 2009, AND 2008
 (Unaudited)
 
 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.
 
 In
September 2009, the management of the Company decided to change back to its
original business plan, and is currently in the process of negotiating the
termination of the Exclusive Marketing Agreement dated July 15, 2009 between the
Company and Elgressy, and the Consulting Agreement between the Company and the
Consultant.
 
 Unaudited
Interim Financial Statements
 
 The
interim financial statements of Cardio Vascular as of September 30, 2009, and
December 31, 2008, and for the three and nine months ended September 30, 2009,
and 2008, and cumulative from inception, are unaudited.  However, in
the opinion of management, the interim financial statements include all
adjustments, consisting only of normal recurring adjustments, necessary to
present fairly the Company’s financial position as of September 30, 2009, and
December 31, 2008, and the results of its operations and its cash flows for the
three and nine months ended September 30, 2009, and 2008, and cumulative from
inception.  These results are not necessarily indicative of the
results expected for the calendar year ending December 31, 2009.  The
accompanying financial statements and notes thereto do not reflect all
disclosures required under accounting principles generally accepted in the
United States of America.  Refer to the Company’s audited financial
statements as of December 31, 2008, 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.
 
 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.
  F-6
  CARDIO
VASCULAR MEDICAL DEVICE CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 SEPTEMBER
30, 2009, AND 2008
 (Unaudited)
 
 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.
 
 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 has been capitalized by the Company, and is being amortized
over a period of approximately 19.5 years.
 
 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.  For the three and nine months ended
September 30, 2009, and 2008, no events or circumstances occurred for which an
evaluation of the recoverability of long-lived assets was required.
 
 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 for the three and nine months ended September 30, 2009,
and 2008.
  F-7
  CARDIO
VASCULAR MEDICAL DEVICE CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 SEPTEMBER
30, 2009, AND 2008
 (Unaudited)
 
 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.
 
 Income
Taxes
 
 The
Company accounts for income taxes pursuant to SFAS No. 109, “Accounting for Income Taxes”
(“SFAS No. 109”).  Under SFAS No. 109, 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 September 30, 2009, and December 31,
2008, 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 June 30, 2009, and December 31,
2008, and expenses for the three and nine months ended September 30, 2009, and
2008, and cumulative from inception.  Actual results could differ from
those estimates made by management.
  F-8
 
 CARDIO
VASCULAR MEDICAL DEVICE CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 SEPTEMBER
30, 2009, AND 2008
 (Unaudited)
 
 (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 Company also 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.
 
 During
the period from April 26, 2007, through September 30, 2009, the Company was
incorporated, 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 effect 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 as explained in Note 4.
 
 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.
 
 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
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 September 30, 2009, and December 31, 2008, and the cash resources
of the Company were 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.
  F-9
  CARDIO
VASCULAR MEDICAL DEVICE CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 SEPTEMBER
30, 2009, AND 2008
 (Unaudited)
 
 (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 is 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 $192
and $192 for the nine months ended September 30, 2009, and 2008,
respectively.
 
 (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.
  F-10
  CARDIO
VASCULAR MEDICAL DEVICE CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 SEPTEMBER
30, 2009, AND 2008
 (Unaudited)
 
 (5)           Income
Taxes
 
 The
provision (benefit) for income taxes for the nine months ended September 30,
2009, and 2008, were as follows (using a 23 percent effective Federal and state
income tax rate):
 
 2009
                                          
                                          
                                          2008Current
      Tax Provision:Federal
      and state-Taxable
      income
                                          
                                          $
                                          —
                                          
                                          
                                          $
                                          —Total
      current tax provision
                                          
                                          $
                                          —
                                          
                                          
                                          $
                                          —Deferred
      Tax Provision:Federal
      and state-Loss
      carryforwards
                                          
                                          $
                                          9,920
                                          
                                          
                                          $
                                          7,065Change
      in valuation allowance
                                          
                                          
                                          (9,920
                                          )
                                          
                                          
                                          (7,065
                                          )Total
      deferred tax provision
                                          
                                          $
                                          —
                                          
                                          
                                          $
                                          —
 
 The
Company had deferred income tax assets as of September 30, 2009, and December
31, 2008, as follows:
 
 2009
                                
                                
                                2008Loss
      carryforwards
                                
                                $
                                42,007
                                
                                
                                $
                                32,087Less
      - Valuation allowance
                                
                                
                                (42,007
                                )
                                
                                
                                (32,087
                                )Total
      net deferred tax assets
                                
                                $
                                —
                                
                                
                                $
                                —
 
 As of
September 30, 2009, and December 31, 2008, the Company had net operating loss
carryforwards for income tax reporting purposes of approximately $182,636 and
$139,507, respectively, which may be offset against future taxable
income.  The net operating loss carryforwards will begin to expire in
the year 2027.  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 carryforwards, as the Company believes there is high probability that the
carryforwards will not be utilized in the foreseeable
future.  Accordingly, the potential tax benefits of the loss
carryforwards are offset by a valuation allowance of the same
amount.
  F-11
  CARDIO
VASCULAR MEDICAL DEVICE CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 SEPTEMBER
30, 2009, AND 2008
 (Unaudited)
 
 (6)           Related
Party 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 is 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.
 
 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.
 
 For the
period from September 28, 2007, through November 11, 2007, the Company received
various working capital loans from a Director and stockholder of the Company
totaling $39,000.  The loans were repaid by the Company on December 3,
2007.
 
 For the
nine months ended September 30, 2009, and 2008, a Director and stockholder of
the Company provided consulting services valued at $10,000 and $2,500,
respectively.  As of September 30, 2009, the Company owed this
individual $11,500 for consulting services rendered.
 
 The
Company has received various working capital loans from a Directors and
stockholders of the Company.  As of September 30, 2009, the Company
owed the Directors and stockholders $28,680.  The loans are unsecured,
non-interest bearing, and have no terms for repayment.
 
 The
Company has received various working capital loans from a stockholder of the
Company.  As of September 30, 2009, the Company owed to the
stockholder $18,980.  The loan is unsecured, non-interest bearing, and
has no terms for repayment.
 
 (7)           Commitments
and Contingencies
 
 The
Company is 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.
 
 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.
  F-12
  CARDIO
VASCULAR MEDICAL DEVICE CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 SEPTEMBER
30, 2009, AND 2008
 (Unaudited)
 
 (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.
 
 (9)           Recent
Accounting Pronouncements
 
 In March
2008, the FASB issued FASB Statement No. 161, “Disclosures about Derivative
Instruments and Hedging Activities – an amendment of FASB Statement 133”
(“SFAS No. 161”).  SFAS No. 161 enhances required disclosures
regarding derivatives and hedging activities, including enhanced disclosures
regarding how:  (a) an entity uses derivative instruments; (b)
derivative instruments and related hedged items are accounted for under SFAS No.
133, “Accounting for
Derivative Instruments and Hedging Activities”; and (c) derivative
instruments and related hedged items affect an entity’s financial position,
financial performance, and cash flows.  Specifically, SFAS No. 161
requires:
 
 ·
              Disclosure
      of the objectives for using derivative instruments in terms of underlying
      risk and accounting designation;
 ·
              Disclosure
      of the fair values of derivative instruments and their gains and losses in
      a tabular format;
 ·
              Disclosure
      of information about credit-risk-related contingent features;
      and
 ·
              Cross-reference
      from the derivative footnote to other footnotes in which
      derivative-related information is
disclosed.
 
 SFAS No.
161 is effective for fiscal years and interim periods beginning after November
15, 2008.  Earlier application is encouraged.  The
management of the Company does not expect the adoption of this pronouncement to
have a material impact on its financial statements.
 
 In May
2008, the FASB issued FASB Statement No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” (“SFAS No. 162”).  SFAS No. 162 is
intended to improve financial reporting by identifying a consistent framework,
or hierarchy, for selecting accounting principles to be used in preparing
financial statements that are presented in conformity with U.S. generally
accepted accounting principles (“GAAP”) for nongovernmental
entities.
  F-13
  CARDIO
VASCULAR MEDICAL DEVICE CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 SEPTEMBER
30, 2009, AND 2008
 (Unaudited)
 
 Prior to
the issuance of SFAS No. 162, GAAP hierarchy was defined in the American
Institute of Certified Public Accountants (“AICPA”) Statement on Auditing
Standards (“SAS”) No. 69, “The
Meaning of Present Fairly in Conformity with Generally Accept Accounting
Principles.”  SAS No. 69 has been criticized because it is
directed to the auditor rather than the entity.  SFAS No. 162
addresses these issues by establishing that the GAAP hierarchy should be
directed to entities because it is the entity (not the auditor) that is
responsible for selecting accounting principles for financial statements that
are presented in conformity with GAAP.
 
 The
sources of accounting principles that are generally accepted are categorized in
descending order as follows:
 
 a)
              FASB
      Statements of Financial Accounting Standards and Interpretations, FASB
      Statement 133 Implementation Issues, FASB Staff Positions, and American
      Institute of Certified Public Accountants (AICPA) Accounting Research
      Bulletins and Accounting Principles Board Opinions that are not superseded
      by actions of the FASB.
 
 b)
              FASB
      Technical Bulletins and, if cleared by the FASB, AICPA Industry Audit and
      Accounting Guides and Statements of
Position.
 
 c)
              AICPA
      Accounting Standards Executive Committee Practice Bulletins that have been
      cleared by the FASB, consensus positions of the FASB Emerging Issues Task
      Force (EITF), and the Topics discussed in Appendix D of EITF Abstracts
      (EITF D-Topics).
 
 d)
              Implementation
      guides (Q&As) published by the FASB staff, AICPA Accounting
      Interpretations, AICPA Industry Audit and Accounting Guides and Statements
      of Position not cleared by the FASB, and practices that are widely
      recognized and prevalent either generally or in the
    industry.
 
 SFAS No.
162 is effective 60 days following the SEC’s approval of the Public Company
Accounting Oversight Board amendment to its authoritative
literature.  It is only effective for nongovernmental entities;
therefore, the GAAP hierarchy will remain in SAS 69 for state and local
governmental entities and federal governmental entities.  The
management of the Company does not expect the adoption of this pronouncement to
have a material impact on its financial statements.
 
 In May
2008, the FASB issued FASB Statement No. 163, “Accounting for Financial Guarantee
Insurance Contracts – an Interpretation of FASB Statement No. 60” (“SFAS
No. 163”).  SFAS No. 163 clarifies how FASB Statement No. 60, “Accounting and Reporting by
Insurance Enterprises” (“SFAS No. 60”), applies to financial guarantee
insurance contracts issued by insurance enterprises, including the recognition
and measurement of premium revenue and claim liabilities.  It also
requires expanded disclosures about financial guarantee insurance
contracts.
  F-14
  CARDIO
VASCULAR MEDICAL DEVICE CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 SEPTEMBER
30, 2009, AND 2008
 (Unaudited)
 
 The
accounting and disclosure requirements of SFAS No. 163 are intended to improve
the comparability and quality of information provided to users of financial
statements by creating consistency.  Diversity exists in practice in
accounting for financial guarantee insurance contracts by insurance enterprises
under SFAS No. 60, “Accounting
and Reporting by Insurance Enterprises.”  That diversity
results in inconsistencies in the recognition and measurement of claim
liabilities because of differing views about when a loss has been incurred under
FASB Statement No. 5, “Accounting for
Contingencies” (“SFAS No. 5”).  SFAS No. 163 requires that an
insurance enterprise recognize a claim liability prior to an event of default
when there is evidence that credit deterioration has occurred in an insured
financial obligation.  It also requires disclosure about (a) the
risk-management activities used by an insurance enterprise to evaluate credit
deterioration in its insured financial obligations and (b) the insurance
enterprise’s surveillance or watch list.
 
 SFAS No.
163 is effective for financial statements issued for fiscal years beginning
after December 15, 2008, and all interim periods within those fiscal years,
except for disclosures about the insurance enterprise’s risk-management
activities.  Disclosures about the insurance enterprise’s
risk-management activities are effective the first period beginning after
issuance of SFAS No. 163.  Except for those disclosures, earlier
application is not permitted.  The management of the Company does not
expect the adoption of this pronouncement to have material impact on its
financial statements.
 
 On May
22, 2009, the FASB issued FASB Statement No. 164, “Not-for-Profit Entities: Mergers
and Acquisitions – Including an Amendment of FASB Statement No. 142”
(“SFAS No. 164”).  FASB No. 164 is intended to improve the relevance,
representational faithfulness, and comparability of the information that a
not-for-profit entity provides in its financial reports about a combination with
one or more other not-for-profit entities, businesses, or nonprofit
activities.  To accomplish that, this Statement establishes principles
and requirements for how a not-for-profit entity:
 
 a.
              Determines
      whether a combination is a merger or an
  acquisition.
 b.
              Applies
      the carryover method in accounting for a
merger.
 c.
              Applies
      the acquisition method in accounting for an acquisition, including
      determining which of the combining entities is the
    acquirer.
 d.
              Determines
      what information to disclose to enable users of financial statements to
      evaluate the nature and financial effects of a merger or an
      acquisition.
 
 This
Statement also improves the information a not-for-profit entity provides about
goodwill and other intangible assets after an acquisition by amending FASB
Statement No. 142, “Goodwill
and Other Intangible Assets,” to make it fully applicable to
not-for-profit entities.
 
 SFAS No.
164 is effective for mergers occurring on or after December 15, 2009, and
acquisitions for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15,
2009.  Early application is prohibited.  Management of the
Company does not expect the adoption of this pronouncement to have material
impact on its financial statements.
 
 On May
28, 2009, the FASB issued FASB Statement No. 165, “Subsequent Events” (“SFAS
No. 165”).  SFAS No. 165 establishes general standards of accounting
for and disclosure of events that occur after the balance sheet date but before
financial statements are issued or are available to be
issued.  Specifically, FASB No. 165 provides:
  F-15
  CARDIO
VASCULAR MEDICAL DEVICE CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 SEPTEMBER
30, 2009, AND 2008
 (Unaudited)
 
 1.
              The
      period after the balance sheet date during which management of a reporting
      entity should evaluate events or transactions that may occur for potential
      recognition or disclosure in the financial
  statements.
 2.
              The
      circumstances under which an entity should recognize events or
      transactions occurring after the balance sheet date in its financial
      statements.
 3.
              The
      disclosures that an entity should make about events or transactions that
      occurred after the balance sheet
date.
 
 In
accordance with this Statement, an entity should apply the requirements to
interim or annual financial periods ending after June 15,
2009.  Management of the Company does not expect the adoption of this
pronouncement to have material impact on its financial statements.
 
 On June
9, 2009, the FASB issued FASB Statement No. 166, “Accounting for Transfers of
Financial Assets – an amendment of FASB Statement No. 140” (“SFAS No.
166”).  SFAS No. 166 revises the derecognization provision of FASB
Statement No. 140 “Accounting for Transfers and
Servicing of Financial Assets and Extinguishment of Liabilities” and will
require entities to provide more information about sales of securitized
financial assets and similar transactions, particularly if the seller retains
some risk with respect to the assets.  It also eliminates the concept
of a "qualifying special-purpose entity."
 
 This
statement is effective for financial asset transfers occurring after the
beginning of an entity's first fiscal year that begins after November 15,
2009.  Management of the Company does not expect the adoption of this
pronouncement to have a material impact on its financial
statements.
 
 In June
2009, the FASB issued FASB Statement 167, "Amendments to FASB Interpretation
No. 46(R)" (“SFAS No. 167”).  SFAS No. 167 amends certain
requirements of FASB Interpretation No. 46(R), “Consolidation of Variable Interest
Entities” to improve financial reporting by companies involved with
variable interest entities and to provide additional disclosures about the
involvement with variable interest entities and any significant changes in risk
exposure due to that involvement.  A reporting entity will be required
to disclose how its involvement with a variable interest entity affects the
reporting entity's financial statements.
 
 This
Statement shall be effective as of the beginning of each reporting entity’s
first annual reporting period that begins after November 15,
2009.  Management of the Company does not expect the adoption of this
pronouncement to have a material impact on its financial
statements.
 
 In June
2009, the FASB issued FASB Statement 168, "The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles - a
replacement of FASB Statement No. 162" ("SFAS No. 168").  SFAS
No. 168 establishes the FASB Accounting Standards Codification (the
"Codification") to become the single official source of authoritative,
nongovernmental US generally accepted accounting principles
(GAAP).  The Codification did not change GAAP but reorganizes the
literature.
  F-16
  CARDIO
VASCULAR MEDICAL DEVICE CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 SEPTEMBER
30, 2009, AND 2008
 (Unaudited)
 
 SFAS No.
168 is effective for interim and annual periods ending after September 15,
2009.  Management of the Company does not expect the adoption of this
pronouncement to have a material impact on its financial
statements.
  F-17




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.


3




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 Ѕ% 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 BennyGaber, our President and Director, 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.




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 is currently in the process of negotiating the termination of 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.
  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.
  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.
  Results
of Operations For the three months ended September 30, 2009 compared to the
three months ended September 30, 2008
 
 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,
2009, as amended. 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 September 30, 2009 and 2008.
 
 Total
operating expenses
 
 During
the three (3) months ended September 30, 2009 and 2008, total operating expenses
were $27,186 and $ 15,967, respectively. The general and administrative expenses
were primarily the result of fees for consulting, legal and professional
accounting associated with fulfilling the Company’s SEC reporting
requirements.
 
 Net
loss
 
 During
the three (3) months ended September 30, 2009 and 2008, the net loss was $27,186
and $15,967, respectively.
  Results
of Operations For the nine months ended September 30, 2009 compared to the nine
months ended September 30, 2008
 
 Revenues
 
 The
Company is in its development stage and did not generate any revenues for the
nine months ended September 30, 2009 and 2008.


4


Total
operating expenses
 
 During
the nine (9) months ended September 30, 2009 and 2008, total operating expenses
were $ 43,129 and $30,716, respectively. The general and administrative expenses
were primarily the result of fees for consulting, legal and professional
accounting associated with fulfilling the Company’s SEC reporting
requirements.
 
 Net
loss
 
 During
the nine (9) months ended September 30, 2009 and 2008, the net loss was $43,129
and $30,716, respectively.


Going
Concern Consideration





The
Company is a development stage company and has not commenced planned principal
operations. The Company has  no revenues and incurred a net loss of
$43,129 for the nine months ended September 30, 2009 and a net loss of
$30,716 for the nine months ended September  30, 2008. These factors
raise substantial doubt about the Company’s ability to continue as a going
concern.




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.





Liquidity
and Capital Resources




As of
December 31, 2008 and September 30, 2009, the Company had cash in the amount of
$1,022 and $1,985. 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 nine months ended September 30, 2009
totaled $54,400 resulting from funding from (i) the issuance of a 13,600,000
shares of the Company's common stock in consideration for the purchase price of
$27,500, and 26,900 in working capital loans from directors and stockholders of
the Company.
 
 The
Company had no revenue and incurred net losses of $43,129 for the nine months
ended September 30, 2009 and net loss of $182,636 for the period April 26, 2007
(inception) to September 30, 2009.
  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.





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(T). 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.


5


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.





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
 
 In June
2009, the Company commenced a second capital formation through a private
placement exempt from registration under Section 4(2) of the Securities Act of
1933, as Amended.  On June 25, 2009, Mr. Oren Bar-nir Gayer and Mr.
Boaz Benrush each entered into a Subscription Agreement with the Company,
pursuant to which the Company issued 6,800,000 shares of its common stock to
each of them, for the aggregate purchase price of $27,500 or $0.002 per
share.  The shares were issued on July 15, 2009 and were fully paid
and non-assessable and resulted in Mr. Bar-nir Gayer and Mr. Benrush each owning
10% of the Company’s issued and outstanding shares of common stock.


Purchases
of equity securities by the issuer and affiliated purchasers





None.





Use
of Proceeds





The
proceeds from the sale of the 13,600,000 shares of common stock to Mr. Oren
Bar-nir Gayer and Mr. Boaz Benrush will be used towards the development of the
Company’s proposed business.





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 three months
ended September 30, 2009.





Item
5. Other Information.








6


Item
6. Exhibits





Exhibit
                      No.
                    
                    Description31.1
                    
                    Rule
      13a-14(a)/15d14(a) Certifications of Eli Gonen, the President, Chief
      Executive Officer and Director (attached hereto)31.2
                    
                    Rule
      13a-14(a)/15d14(a) Certifications of Asher
      Zwebner, the Secretary, Treasurer, and Director(attached
      hereto)32.1
                    
                    Section
      1350 Certifications of Eli Gonen, the President, Chief Executive Officer
      and Director(attached hereto)32.2
                    
                    Section
      1350 Certifications of Asher
      Zwebner, the Secretary, Treasurer, and Director (attached
      hereto)




7


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:
      October 30, 2009
              By:
              /s/ Eli GonenTitle:
              President,
      Chief Executive Officer andDirector
      (Principal Executive Officer)By:
              /s/ Asher ZwebnerName:
              Asher
      ZwebnerTitle:
              Treasurer,
      Chief Financial Officer,Secretary
      and Director(Principal
      Financial and Accounting Officer)




8