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)
 
 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 ̈
 
 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 ̈ No x
 
 As
of November 15 , 2010, there were 196,900,000 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
                  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)
 INDEX
TO FINANCIAL STATEMENTS
 SEPTEMBER
30, 2010, AND 2009
 (Unaudited)
 
 Financial
      Statements-Balance
      Sheets as of September 30, 2010, and December 31, 2009
                    
                    
                    F-2Statements
      of Operations for the Three and Nine Months Ended September 30, 2010, and
      2009, and Cumulative from Inception
                    
                    
                    F-3Statements
      of Cash Flows for the Nine Months Ended September 30, 2010, and 2009, and
      Cumulative from Inception
                    
                    
                    F-4Notes
      to Financial Statements September 30, 2010, and 2009
                    
                    
                    F-5
 
 F-1
 
 CARDIO
VASCULAR MEDICAL DEVICE CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 BALANCE
SHEETS (NOTE 2)
 AS
OF SEPTEMBER 30, 2010, AND DECEMBER 31, 2009
 (Unaudited)
 
 September 30,
                                        
                                        
                                        December 31,2010
                                        
                                        
                                        2009ASSETSCurrent
      Assets:Cash
      in bank
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        2,950Prepaid
      consulting fees
                                        
                                        
                                        6,000
                                        
                                        
                                        
                                        -Total
      current assets
                                        
                                        
                                        6,000
                                        
                                        
                                        
                                        2,950Other
      Assets:Patent
      (net of accumulated amortization of $661 in 2009)
                                        
                                        
                                        -
                                        
                                        
                                        
                                        4,339Total
      other assets
                                        
                                        
                                        -
                                        
                                        
                                        
                                        4,339Total
      Assets
                                        
                                        $
                                        6,000
                                        
                                        
                                        $
                                        7,289LIABILITIES AND STOCKHOLDERS'
      (DEFICIT)Current
      Liabilities:Accounts
      payable - Trade
                                        
                                        $
                                        804
                                        
                                        
                                        $
                                        1,949Accrued
      liabilities
                                        
                                        
                                        5,000
                                        
                                        
                                        
                                        14,744Due
      to related parties
                                        
                                        
                                        2,500
                                        
                                        
                                        
                                        76,054Total
      current liabilities
                                        
                                        
                                        8,304
                                        
                                        
                                        
                                        92,747Long-term
      Debt:Royalty
      obligation payable to a Director and stockholder
                                        
                                        
                                        -
                                        
                                        
                                        
                                        5,000Total
      long-term debt
                                        
                                        
                                        -
                                        
                                        
                                        
                                        5,000Total
      liabilities
                                        
                                        
                                        8,304
                                        
                                        
                                        
                                        97,747Commitments
      and ContingenciesStockholders'
      (Deficit):Common
      stock, par value $0.0001 per share, 200,000,000 shares authorized;
      196,900,000 and 67,700,000 shares issued and outstanding in 2010 and 2009,
      respectively
                                        
                                        
                                        19,690
                                        
                                        
                                        
                                        6,770Additional
      paid-in capital
                                        
                                        
                                        310,029
                                        
                                        
                                        
                                        112,145(Deficit)
      accumulated during the development stage
                                        
                                        
                                        (332,023
                                        )
                                        
                                        
                                        (209,373
                                        )Total
      stockholders' (deficit)
                                        
                                        
                                        (2,304
                                        )
                                        
                                        
                                        (90,458
                                        )Total
      Liabilities and Stockholders' (Deficit)
                                        
                                        $
                                        6,000
                                        
                                        
                                        $
                                        7,289
 
 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, 2010, AND 2009,
 AND
CUMULATIVE FROM INCEPTION (APRIL 26, 2007)
 THROUGH
SEPTEMBER 30, 2010
 (Unaudited)
 
 Three Months Ended
                                                      
                                                      
                                                      Nine Months Ended
                                                      
                                                      
                                                      CumulativeSeptember30,
                                                      
                                                      
                                                      September30,
                                                      
                                                      
                                                      From2010
                                                      
                                                      
                                                      2009
                                                      
                                                      
                                                      2010
                                                      
                                                      
                                                      2009
                                                      
                                                      
                                                      InceptionRevenues
                                                      
                                                      $
                                                      -
                                                      
                                                      
                                                      $
                                                      -
                                                      
                                                      
                                                      $
                                                      -
                                                      
                                                      
                                                      $
                                                      -
                                                      
                                                      
                                                      $
                                                      -Expenses:General
      and administrative-Consulting
      fees
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      13,600
                                                      
                                                      
                                                      
                                                      96,000
                                                      
                                                      
                                                      
                                                      13,600
                                                      
                                                      
                                                      
                                                      201,326Audit
      and accounting fees
                                                      
                                                      
                                                      5,000
                                                      
                                                      
                                                      
                                                      4,500
                                                      
                                                      
                                                      
                                                      11,000
                                                      
                                                      
                                                      
                                                      12,500
                                                      
                                                      
                                                      
                                                      61,730Consulting
      fees - Related party
                                                      
                                                      
                                                      6,000
                                                      
                                                      
                                                      
                                                      4,000
                                                      
                                                      
                                                      
                                                      12,000
                                                      
                                                      
                                                      
                                                      10,000
                                                      
                                                      
                                                      
                                                      12,000Transfer
      agent fees
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      638
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      2,302
                                                      
                                                      
                                                      
                                                      12,332Legal
      fees
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      4,000
                                                      
                                                      
                                                      
                                                      1,500
                                                      
                                                      
                                                      
                                                      4,000
                                                      
                                                      
                                                      
                                                      15,490SEC
      and other filing fees
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      2,057
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      16,055Bank
      charges
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      384
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      535
                                                      
                                                      
                                                      
                                                      3,969Other
      expenses
                                                      
                                                      
                                                      804
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      854
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      3,516Website
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      3,551Investor
      relations
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      2,199Amortization
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      64
                                                      
                                                      
                                                      
                                                      64
                                                      
                                                      
                                                      
                                                      192
                                                      
                                                      
                                                      
                                                      725Total
      general and administrative expenses
                                                      
                                                      
                                                      11,804
                                                      
                                                      
                                                      
                                                      27,186
                                                      
                                                      
                                                      
                                                      123,475
                                                      
                                                      
                                                      
                                                      43,129
                                                      
                                                      
                                                      
                                                      332,893(Loss)
      from Operations
                                                      
                                                      
                                                      (11,804
                                                      )
                                                      
                                                      
                                                      (27,186
                                                      )
                                                      
                                                      
                                                      (123,475
                                                      )
                                                      
                                                      
                                                      (43,129
                                                      )
                                                      
                                                      
                                                      (332,893
                                                      )Other
      Income (Expense):Miscellaneous
      Income
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      825
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      825Interest
      income
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      45(Loss)
      before income taxes
                                                      
                                                      
                                                      (11,804
                                                      )
                                                      
                                                      
                                                      (27,186
                                                      )
                                                      
                                                      
                                                      (122,650
                                                      )
                                                      
                                                      
                                                      (43,129
                                                      )
                                                      
                                                      
                                                      (332,023
                                                      )Provision
      for income taxes
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -Net
      (Loss)
                                                      
                                                      $
                                                      (11,804
                                                      )
                                                      
                                                      $
                                                      (27,186
                                                      )
                                                      
                                                      $
                                                      (122,650
                                                      )
                                                      
                                                      $
                                                      (43,129
                                                      )
                                                      
                                                      $
                                                      (332,023
                                                      )(Loss)
      Per Common Share:(Loss)
      per common share - Basic and Diluted
                                                      
                                                      $
                                                      (0.00
                                                      )
                                                      
                                                      $
                                                      (0.00
                                                      )
                                                      
                                                      $
                                                      (0.00
                                                      )
                                                      
                                                      $
                                                      (0.00
                                                      )Weighted
      Average Number of Common SharesOutstanding - Basic and Diluted
                                                      
                                                      
                                                      196,900,000
                                                      
                                                      
                                                      
                                                      65,630,435
                                                      
                                                      
                                                      
                                                      123,012,821
                                                      
                                                      
                                                      
                                                      57,985,714
 
 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, 2010, AND 2009,
 AND
CUMULATIVE FROM INCEPTION (APRIL 26, 2007)
 THROUGH
SEPTEMBER 30, 2010
 (Unaudited)
 
 Nine Months Ended
                                            
                                            
                                            CumulativeSeptember30,
                                            
                                            
                                            From2010
                                            
                                            
                                            2009
                                            
                                            
                                            InceptionOperating
      Activities:Net
      (loss)
                                            
                                            $
                                            (122,650
                                            )
                                            
                                            $
                                            (43,129
                                            )
                                            
                                            $
                                            (332,023
                                            )Adjustments
      to reconcile net (loss) to net cash (used in) operating
      activities:Issuance
      of common stock for services rendered
                                            
                                            
                                            114,000
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            114,525Gain
      on extinguishment of liability
                                            
                                            
                                            (725
                                            )
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (725
                                            )Amortization
                                            
                                            
                                            64
                                            
                                            
                                            
                                            192
                                            
                                            
                                            
                                            725Changes
      in net liabilities-Prepaid
      expense - Consulting fees
                                            
                                            
                                            (6,000
                                            )
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (6,000
                                            )Accounts
      payable – Trade
                                            
                                            
                                            (1,145
                                            )
                                            
                                            
                                            1,949
                                            
                                            
                                            
                                            804Accrued
      Liabilities
                                            
                                            
                                            (7,940
                                            )
                                            
                                            
                                            (12,449
                                            )
                                            
                                            
                                            6,804Net
      Cash (Used in) Operating Activities
                                            
                                            
                                            (24,396
                                            )
                                            
                                            
                                            (53,437
                                            )
                                            
                                            
                                            (215,890
                                            )Investing
      Activities:Investing
      activities
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Net
      Cash (Used in) Investing Activities
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Financing
      Activities:Proceeds
      from loans from related parties
                                            
                                            
                                            2,500
                                            
                                            
                                            
                                            26,900
                                            
                                            
                                            
                                            117,554Payments
      on loan from related parties
                                            
                                            
                                            (76,054
                                            )
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (115,054
                                            )Common
      stock issued for cash
                                            
                                            
                                            95,000
                                            
                                            
                                            
                                            27,500
                                            
                                            
                                            
                                            233,390Deferred
      offering costs
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (20,000
                                            )Net
      Cash Provided by Financing Activities
                                            
                                            
                                            21,446
                                            
                                            
                                            
                                            54,400
                                            
                                            
                                            
                                            215,890Net
      Increase (Decrease) in Cash
                                            
                                            
                                            (2,950
                                            )
                                            
                                            
                                            963
                                            
                                            
                                            
                                            -Cash
      - Beginning of Period
                                            
                                            
                                            2,950
                                            
                                            
                                            
                                            1,022
                                            
                                            
                                            
                                            -Cash
      - End of Period
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            1,985
                                            
                                            
                                            $
                                            -Supplemental
      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 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
September 24, 2007, the Company issued 25,000 shares of common stock in payment
of consulting fees of $525. See Note 4 for further details related to this
transaction.
 
 On
January 12, 2010, the Company issued 1,200,000 shares of common stock for
consulting services valued at $24,000. See Note 4 for further details related to
this transaction.
 
 On May
15, 2010, the Company issued 1,000,000 shares of common stock in payment for
consulting fees of $30,000. See Note 4 for further details related to this
transaction.
 
 On May
15, 2010, the Company issued 2,000,000 shares of common stock in payment for
consulting fees of $60,000. See Note 4 for further details related to 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.
 
 F-4
 
 CARDIO
VASCULAR MEDICAL DEVICE CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 SEPTEMBER
30, 2010, AND 2009
 (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 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.
 
 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 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.
 
 Due to
the state of the economy, the Company has conducted virtually no business other
than organizational matters, filing of its Registration Statement and filings of
periodic reports with the SEC.  In July 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, 2010, AND 2009
 (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 on May 15, 2010, the Company terminated its
Exclusive Marketing Agreement dated July 15, 2009, between the Company and
Elgressy, and the Consulting Agreement between the Company and its
Consultant.
 
 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
"Agreement").  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.
 
 Unaudited
Interim Financial Statements
 
 The
interim financial statements of Cardio Vascular as of September 30, 2010, and
December 31, 2009, and for the three and nine months ended September 30, 2010,
and 2009, 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, 2010, and
December 31, 2009, and the results of its operations and its cash flows for the
three and nine months ended September 30, 2010, and 2009, and cumulative from
inception.  These results are not necessarily indicative of the
results expected for the calendar year ending December 31, 2010.  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, 2009, 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.
 
 F-6
 
 CARDIO
VASCULAR MEDICAL DEVICE CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 SEPTEMBER
30, 2010, AND 2009
 (Unaudited)
 
 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.
 
 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.
 
 F-7
 
 CARDIO
VASCULAR MEDICAL DEVICE CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 SEPTEMBER
30, 2010, AND 2009
 (Unaudited)
 
 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 nine months ended September 30,
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.  No events or circumstances
occurred during the nine months ended September 30, 2009 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, 2010, and 2009.
 
 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 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.
 
 F-8
 
 CARDIO
VASCULAR MEDICAL DEVICE CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 SEPTEMBER
30, 2010, AND 2009
 (Unaudited)
 
 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, 2010, and December 31,
2009, 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 September 30, 2010, and
December 31, 2009, and expenses for the three and nine months ended September
30, 2010, and 2009, 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 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, 2010, 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.
 
 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.  The shares represent approximately 63.5 percent of
the total outstanding securities of the Company, and resulted in a change in
control of the Company.
 
 F-9
 
 CARDIO
VASCULAR MEDICAL DEVICE CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 SEPTEMBER
30, 2010, AND 2009
 (Unaudited)
 
 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, 2010, and December 31, 2009, 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.  The
Company recorded amortization of the cost of the patent in the amounts of $64
and $192 for the nine months ended September 30, 2010, and 2009,
respectively.
 
 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.
 
 F-10
 
 CARDIO
VASCULAR MEDICAL DEVICE CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 SEPTEMBER
30, 2010, AND 2009
 (Unaudited)
 
 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.
 
 F-11
 
 CARDIO
VASCULAR MEDICAL DEVICE CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 SEPTEMBER
30, 2010, AND 2009
 (Unaudited)
 
 (5)           Income
Taxes
 
 The
provision (benefit) for income taxes for the nine months ended September
30, 2010, and 2009, were as follows (using a 23 percent effective Federal and
state income tax rate):
 
 2010
                    
                    
                    2009Current
      Tax Provision:Federal
      and state-Taxable
      income
                    
                    $
                    -
                    
                    
                    $
                    -Total
      current tax provision
                    
                    $
                    -
                    
                    
                    $
                    -Deferred
      Tax Provision:Federal
      and state-Loss
      carryforwards
                    
                    $
                    28,209
                    
                    
                    $
                    9,920Change
      in valuation allowance
                    
                    
                    (28,209
                    )
                    
                    
                    (9,920
                    )Total
      deferred tax provision
                    
                    $
                    -
                    
                    
                    $
                    -
  The
Company had deferred income tax assets as of September 30, 2010, and December
31, 2009, as follows:
 
 As of
                      
                      
                      As ofSeptember 30,
                      
                      
                      December 31,2010
                      
                      
                      2009Loss
      carryforwards
                      
                      $
                      76,365
                      
                      
                      $
                      48,156Less
      - Valuation allowance
                      
                      
                      (76,365
                      )
                      
                      
                      (48,156
                      )Total
      net deferred tax assets
                      
                      $
                      -
                      
                      
                      $
                      -
 
 As of
September 30, 2010, and December 31, 2009, the Company had net operating loss
carryforwards for income tax reporting purposes of approximately $332,023 and
$209,373, 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-12
 
 CARDIO
VASCULAR MEDICAL DEVICE CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 SEPTEMBER
30, 2010, AND 2009
 (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 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 $192 for the nine months ended September 30,
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.
 
 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.
 
 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.
 
 As of
September 30, 2010, the Company owed $2,500 to a Director and stockholder of the
Company as part of a working capital loan.
 
 (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.
 
 F-13
 
 CARDIO
VASCULAR MEDICAL DEVICE CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 SEPTEMBER
30, 2010, AND 2009
 (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.
 
 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.
 
 (9)           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.
 
 F-14
 
 CARDIO
VASCULAR MEDICAL DEVICE CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 SEPTEMBER
30, 2010, AND 2009
 (Unaudited)
  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.
 
 F-15
  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.
  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
intell ectual 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, 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 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.
  4
  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.
 
 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.
  5
  Results
of Operations For the nine months ending September 30, 2010 compared to the nine
months ending September 30, 2009.
 
 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,
2010, 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
nine months ended September  30, 2010, and 2009.
 
 Total
operating expenses
 
 During
the nine months ended September 30, 2010, and 2009, total operating expenses
were $123,475 and $ 43,129  respectively. The increase in the general
and administrative expenses were primarily the result
of consulting fees of $96,000 recorded in the second quarter of
2010 .
 
 Net
loss
 
 During
the nine months ended September 30, 2010, and 2009  the net loss was
$122,650 and $43,129, 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
$122,650  for the nine months ended September 30 , 2010, and a net
loss of $43,129 for the nine months ended September 30, 2009. 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.
The financial statements contained herein for the period ended September
30  2010, 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
December 31, 2009, and September 30 2010, the Company had cash in the amount
of $2,950 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 nine months
ended September 30, 2010, totaled $21,446.
  6




The
Company had no revenue and incurred net losses of $122,650 for the nine months
ended September 30, 2010, and a net loss of  $43,129 for the nine
months ended 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. 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.


7




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




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.


8




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)




9




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:
      November 15, 2010.
              By:
              /s/ Carl TedeschiTitle:
              Carl
      TedeschiPresident,
      Chief Executive Officer, Chief Financial Officer and
    Director




10