UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





**FORM
      10-Q**





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





For
      the
      quarterly period ended September 30, 2008





o TRANSITION
      REPORT UNDER 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
              (State
                or other jurisdiction of incorporation or organization)
            98-0534701
              (IRS
                Employer Identification No.)





12
      Shaar
      Hagai Street


Haifa,
      Israel 34554


(Address
      of principal executive offices)





011-972-
      544-982397


(Issuer's
      telephone number, including area code)




N/A


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





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





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





Large
                Accelerated Filero
            Accelerated
                FileroNon-Accelerated
                Filero
              (Do
                not check if a smaller reporting company)
            Smaller
                Reporting Companyx





Indicate
      by check mark whether the Registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes x No o





Number
      of
      shares of common stock, $0.0001 par value, outstanding as of November 10, 2008:
      13,525,000 shares











**TABLE
      OF CONTENTS**





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












**PART
      I**


**FINANCIAL
      INFORMATION**


**Item
      1.**  **Financial
      Statements.**




**CARDIO
        VASCULAR MEDICAL DEVICE CORP.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **INDEX
        TO FINANCIAL STATEMENTS**
 **SEPTEMBER
        30, 2008, AND 2007**
 **(Unaudited)**
 
 
 Financial
                    Statements-Balance
                    Sheets as of September 30, 2008, and December 31, 2007
                F-2Statements
                    of Operations for the Three Months and Nine Months EndedSeptember
                    30, 2008, the Three Months Ended September 30, 2007, the Period
                    EndedSeptember
                    30, 2007, and Cumulative from Inception
                F-3Statements
                    of Cash Flows for the Nine Months EndedSeptember
                    30, 2008, and 2007, and Cumulative from Inception
                F-4Notes
                    to Financial Statements September 30, 2008, and 2007
                F-5
 
 2
  **CARDIO
                    VASCULAR MEDICAL DEVICE CORP.****(A
                    DEVELOPMENT STAGE COMPANY)****BALANCE
                    SHEET (NOTE 2)****AS
                    OF SEPTEMBER 30, 2008, AND DECEMBER 31, 2007****(Unaudited)****ASSETS**
  **2008**
                
                **2007****Current
                    Assets:**Cash
                    in bank
                
                $
                387
                
                $
                2,250Total
                    current assets
                
                
                387
                
                
                2,250**Other
                    Assets:**Patent,
                    net of accumulated amortization of $341 and $149
                    respectively
                
                
                4,659
                
                
                4,851Total
                    other assets
                
                
                4,659
                
                
                4,851**Total
                    Assets**
                
                $
                5,046
                
                $
                7,101**LIABILITIES
                    AND STOCKHOLDERS' (DEFICIT)****Current
                    Liabilities:**Accrued
                    liabilities
                
                $
                13,168
                
                $
                8,807Due
                    to related party - Director and stockholder
                
                
                14,300
                
                
                -Due
                    to related party - Stockholder
                
                
                10,000
                
                
                -Total
                    current liabilities
                
                
                37,468
                
                
                8,807**Long-term
                    Debt:**Royalty
                    obligation payable to a Director and stockholder
                
                
                5,000
                
                
                5,000Total
                    long-term debt
                
                
                5,000
                
                
                5,000Total
                    liabilities
                
                
                42,468
                
                
                13,807**Commitments
                    and Contingencies****Stockholders'
                    (Deficit):**Common
                    stock, par value $0.0001 per share, 200,000,000
                    sharesauthorized;
                    13,525,000 shares issued and outstanding
                
                
                1,353
                
                
                1,353Additional
                    paid-in capital
                
                
                90,062
                
                
                90,062(Deficit)
                    accumulated during the development stage
                
                
                (128,837
                )
                
                (98,121
                )Total
                    stockholders' (deficit)
                
                
                (37,422
                )
                
                (6,706
                )**Total
                    Liabilities and Stockholders' (Deficit)**
                
                $
                5,046
                
                $
                7,101
  The
                    accompanying notes to financial statements arean
                    integral part of this balance
                    sheet.
  F-2
  **CARDIO
                    VASCULAR MEDICAL DEVICE CORP.****(A
                    DEVELOPMENT STAGE COMPANY)****STATEMENTS
                    OF OPERATIONS (NOTE 2)****FOR
                    THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2008, THE
                    THREE
                    MONTHS ENDED****AND
                    PERIOD ENDED SEPTEMBER 30, 2007, AND CUMULATIVE FROM INCEPTION
                    (APRIL 26,
                    2007)****THROUGH
                    SEPTEMBER 30, 2008****(Unaudited)**
  **Nine****Months
                    Ended**
                
                **Period
                    Ended**
                
                **Cumulative****Three
                    Months Ended September 30,**
                
                **September
                    30,**
                
                **September
                    30,**
                
                **From****2008**
                
                **2007**
                
                **2008**
                
                **2007**
                
                **Inception****Revenues**
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -**Expenses:**General
                    and administrative-Consulting
                    fees
                
                
                6,000
                
                
                2,000
                
                
                6,000
                
                
                2,000
                
                
                73,585Professional
                    fees - Related party
                
                
                1,000
                
                
                -
                
                
                3,500
                
                
                5,000
                
                
                16,950Transfer
                    agent fees
                
                
                1,658
                
                
                2,525
                
                
                2,354
                
                
                4,275
                
                
                9,182Audit
                    and accounting fees
                
                
                3,000
                
                
                3,000
                
                
                9,000
                
                
                3,000
                
                
                9,000Legal
                    fees
                
                
                1,500
                
                
                -
                
                
                6,100
                
                
                2,390
                
                
                8,490SEC
                    and other filing fees
                
                
                2,353
                
                
                1,384
                
                
                2,353
                
                
                1,384
                
                
                4,955Bank
                    charges
                
                
                292
                
                
                -
                
                
                677
                
                
                783
                
                
                3,292Other
                
                
                100
                
                
                533
                
                
                100
                
                
                -
                
                
                2,122Consulting
                    fees paid by issued shares
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                525Postage
                    and delivery
                
                
                -
                
                
                -
                
                
                440
                
                
                -
                
                
                440Amortization
                
                
                64
                
                
                64
                
                
                192
                
                
                85
                
                
                341Total
                    general and administrative expenses
                
                
                15,967
                
                
                9,506
                
                
                30,716
                
                
                18,917
                
                
                128,882**(Loss)
                    from Operations**
                
                
                (15,967
                )
                
                (9,506
                )
                
                (30,716
                )
                
                (18,917
                )
                
                (128,882
                )**Other
                    Income**Interest
                    income
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                45Total
                    other income
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                45**Provision
                    for income taxes**
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -**Net
                    (Loss)**
                
                $
                (15,967
                )
                $
                (9,506
                )
                $
                (30,716
                )
                $
                (18,917
                )
                $
                (128,837
                )**(Loss)
                    Per Common Share:**(Loss)
                    per common share - Basic and Diluted
                
                $
                (0.00
                )
                $
                (0.00
                )
                $
                (0.00
                )
                $
                (0.00
                )**Weighted
                    Average Number of Common Shares****Outstanding
                    - Basic and Diluted**
                
                
                13,525,000
                
                
                10,001,017
                
                
                13,525,000
                
                
                8,412,791
 The
                    accompanying notes to financial statements arean
                    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, 2008, THE PERIOD ENDED****SEPTEMBER
                    30, 2007, AND CUMULATIVE FROM INCEPTION (APRIL 26, 2007)****THROUGH
                    SEPTEMBER 30, 2008****(Unaudited)**
  **Nine****Months
                    Ended**
                
                **Period
                    Ended**
                
                **Cumulative****September
                    30,**
                
                **September
                    30,**
                
                **From****2008**
                
                **2007**
                
                **Inception****Operating
                    Activities:**Net
                    (loss)
                
                $
                (30,716
                )
                $
                (18,917
                )
                $
                (128,837
                )Adjustments
                    to reconcile net (loss) to net cash(used
                    in) operating activities:Issuance
                    of common stock for services rendered
                
                
                -
                
                
                525
                
                
                525Amortization
                
                
                192
                
                
                85
                
                
                341Changes
                    in net liabilities-Accrued
                    liabilities
                
                
                4,361
                
                
                4,000
                
                
                8,168Accrued
                    consulting fees - Related party
                
                
                -
                
                
                5,000
                
                
                5,000**Net
                    Cash (Used in) Operating Activities**
                
                
                (26,163
                )
                
                (9,307
                )
                
                (114,803
                )**Investing
                    Activities:**Investing
                    activities
                
                
                -
                
                
                -
                
                
                -**Net
                    Cash Provided by Investing Activities**
                
                
                -
                
                
                -
                
                
                -**Financing
                    Activities:**Proceeds
                    from loan from related party - Director and stockholder
                
                
                14,300
                
                
                32,000
                
                
                62,300Proceeds
                    from loan from related party - Stockholder
                
                
                10,000
                
                
                -
                
                
                10,000Payments
                    on loan from related party - Director and stockholder
                
                
                -
                
                
                (3,000
                )
                
                (48,000
                )Common
                    stock issued for cash
                
                
                -
                
                
                1,000
                
                
                90,890Deferred
                    offering costs
                
                
                -
                
                
                (20,000
                )
                
                -**Net
                    Cash Provided by Financing Activities**
                
                
                24,300
                
                
                10,000
                
                
                115,190**Net
                    Increase (Decrease) in Cash**
                
                
                (1,863
                )
                
                693
                
                
                387**Cash
                    - Beginning of Period**
                
                
                2,250
                
                
                -
                
                
                -**Cash
                    - End of Period**
                
                $
                387
                
                $
                693
                
                $
                387**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 CoiledGuidewire
                    from a Director and stockholder. Under Staff Accounting Bulletin
                    Topic 5G,
                    "*Transfer
                    of**Nonmonetary
                    Assets by Promoters and Shareholders,"*the Company recorded the transaction as a royaltyobligation
                    payable at the Director and stockholder's historical cost basis,
                    determined under accounting principlesgenerally
                    accepted in the United States of America in the amount of
                    $5,000.On
                    September 24, 2007, the Company issued 25,000 shares of common
                    stock in
                    payment of consulting fees of $525.
  The
                    accompanying notes to financial statements arean
                    integral part of these
                    statements.
  F-4
  **CARDIO
          VASCULAR MEDICAL DEVICE CORP.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **SEPTEMBER
          30, 2008, AND 2007**
 **(Unaudited)**
  **(1)**  **Summary
        of Significant Accounting Policies**
 
 **** *Basis
        of Presentation and Organization*
 
 Cardio
        Vascular Medical Device Corp. (the “Company” or “Cardio Vascular”) is a Delaware
        corporation in the development stage. The Company was organized on April
        12,
        2007, and incorporated under the laws of the State of Delaware on April 26,
        2007. The business plan of the Company is to develop a medical device
        application utilizing a patent pertaining to a maneuverable
        coiled guidewire .
        The
        patent’s intended use is to improve stenting procedures in the medical field and
        to advance the technology related to guidewire usage. The Company also plans
        to
        develop a prototype of the patent application, and then manufacture and market
        the product and/or seek third-party entities interested in licensing the
        rights
        to manufacture and market the guidewire. The accompanying financial statements
        of Cardio Vascular Medical Device Corp. were prepared from the accounts of
        the
        Company under the accrual basis of accounting.
 
 In
        addition, in 2007, the Company commenced a capital formation activity to
        effect
        a Registration Statement on Form SB-2 with the Securities and Exchange
        Commission, and raise capital of up to $105,000 from a self-underwritten
        offering of 3,500,000 **** 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 3,500,000 registered shares of its common
        stock,
        par value of $0.0001 per share, at an offering price of $0.031 per share
        for
        proceeds of $109,890.
  *Cash
        and Cash Equivalents*
 
 For
        purposes of reporting within the statement 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.
 
 *Unaudited
        Interim Financial Statements*
 
 The
        interim financial statements of the Company as of September 30, 2008, and
        for
        the three-month and nine- month periods ended September 30, 2008, and 2007,
        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, 2008, and the results of its operations
        and its cash flows for the three-month and nine-month periods ended September
        30, 2008, and 2007, and cumulative from inception. These results are not
        necessarily indicative of the results expected for the calendar year ending
        December 31, 2008. 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 audited financial
        statements of the Company as of December 31, 2007, in its Annual Report on
        Form
        10-KSB filed with the SEC for additional information, including significant
        accounting policies.
 
 F-5
 **CARDIO
          VASCULAR MEDICAL DEVICE CORP.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **SEPTEMBER
          30, 2008, AND 2007**
 **(Unaudited)**
 
 *Revenue
        Recognition*
 
 The
        Company is in the development stage and has yet to realize revenues from
        planned
        operations. It plans to realize revenues from licensing, manufacturing, selling,
        research and development, and royalty activities. Revenues will be recognized
        by
        major categories under the following policies:
 
 For
        licensing activities, revenue from such agreements will be realized over
        the
        term and under the conditions of each specific license once all contract
        conditions have been met. Payments for licensing fees are generally received
        at
        the time the license agreements are executed, unless other terms for delayed
        payment are documented and agreed to between the parties.
 
 For
        manufacturing and selling activities, revenues will be realized when the
        products are delivered to customers and collection is reasonably
        assured.
 
 For
        research and development activities, revenues from such agreements will be
        realized as contracted services are performed or when milestones are achieved,
        in accordance with the terms of specific agreements. Advance payments for
        the
        use of technology where further services are to be provided or fees received
        on
        the signing of research agreements are recognized over the period of performance
        of the related activities. Amounts received in advance of recognition will
        be
        considered as deferred revenues by the Company.
 
 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 this
        prototype will be capitalized accordingly. Development costs capitalized
        will be
        amortized over the estimated useful life of the product following attainment
        of
        commercial production or written-off to expense if the product or project
        is
        abandoned.
 
 *Patent*
 
 The
        Company obtained a United States patent from a Director and stockholder by
        assignment effective June 5, 2007. The patent was originally granted on November
        28, 2006. Under Staff Accounting Bulletin Topic 5G, “ *Transfers
        of Nonmonetary Assets by Promoters and Shareholders* ,”
the
        Company recorded the transaction as a royalty obligation payable at the Director
        and stockholder’s historical cost basis in the amount of $5,000. The historical
        cost of obtaining the patent has been capitalized by the Company, and is
        being
        amortized over a period of approximately 19.5 years.
  F-6
 **CARDIO
          VASCULAR MEDICAL DEVICE CORP.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **SEPTEMBER
          30, 2008, AND 2007**
 **(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 period ended September 30, 2008, no events or circumstances
        occurred for which an evaluation of the recoverability of long-lived assets
        was
        required.
 
 *Loss
        Per Common Share*
 
 Basic
        loss per share is computed by dividing the net loss attributable to the common
        stockholders by the weighted average number of shares of common stock
        outstanding during the period. Diluted loss per share is computed similar
        to
        basic loss per share except that the denominator is increased to include
        the
        number of additional common shares that would have been outstanding if the
        potential common shares had been issued and if the additional common shares
        were
        dilutive. There were no dilutive financial instruments issued or outstanding
        for
        the period ended September 30, 2008.
 
 *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.
 
 *Income
        Taxes*
 
 The
        Company accounts for income taxes pursuant to SFAS No. 109, “ *Accounting
        for Income Taxes”* (“SFAS
        No. 109”). Under SFAS No. 109, deferred tax assets and liabilities are
        determined based on temporary differences between the basis of certain assets
        and liabilities for income tax and financial reporting purposes. The deferred
        tax assets and liabilities are classified according to the financial statement
        classification of the assets and liabilities generating the
        differences.
 
 The
        Company maintains a valuation allowance with respect to deferred tax assets.
        The
        Company establishes a valuation allowance based upon the potential likelihood
        of
        realizing the deferred tax asset and taking into consideration the Company’s
        financial position and results of operations for the current period. Future
        realization of the deferred tax benefit depends on the existence of sufficient
        taxable income within the carryforward period under the Federal tax laws.
 
 Changes
        in circumstances, such as the Company generating taxable income, could cause
        a
        change in judgment about the realizability of the related deferred tax asset.
        Any change in the valuation allowance will be included in income in the year
        of
        the change in estimate.
 
 F-7
 **CARDIO
          VASCULAR MEDICAL DEVICE CORP.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **SEPTEMBER
          30, 2008, AND 2007**
 **(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, 2008, the carrying value of the Company’s
        financial instruments approximated fair value due to their short-term nature
        and
        maturity.
  *Estimates*
 
 The
        financial statements are prepared on the basis of accounting principles
        generally accepted in the United States of America. The preparation of financial
        statements in conformity with generally accepted accounting principles requires
        management to make estimates and assumptions that affect the reported amounts
        of
        assets and liabilities as of September 30, 2008, and revenues and expenses
        for
        the periods ended September 30, 2008, and 2007, 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, 2008, 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 3,500,000 **** 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.
 
 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 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.
  F-8
 **CARDIO
          VASCULAR MEDICAL DEVICE CORP.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **SEPTEMBER
          30, 2008, AND 2007**
 **(Unaudited)**
  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, 2008, and the cash resources of the Company were insufficient
        to
        meet its planned business objectives. These and other factors raise substantial
        doubt about the Company’s ability to continue as a going concern. The
        accompanying financial statements do not include any adjustments to reflect
        the
        possible future effects on the recoverability and classification of assets
        or
        the amounts and classification of liabilities that may result from the possible
        inability of the Company to continue as a going concern.
 
 **(3)**  **Patent
        Rights**
 
 On
        May
        28, 2007, the Company acquired by assignment 100 percent of all rights, title,
        and interest to a United States patent owned by a Director and stockholder
        of
        the Company in exchange for the Company’s commitment to payments of one half
        percent of all future revenues received from the exploitation of the patent
        as
        royalties to the Director and stockholder. The patent was originally issued
        by
        the United States Patent and Trademark Office on November 28, 2006. The
        assignment of the patent by a Director and stockholder of the Company to
        the
        Company was recorded with the United States Patent and Trademark Office on
        June
        5, 2007. The historical cost of the patent to the Director and stockholder
        in
        the amount of $5,000 is reflected on the accompanying balance sheet of the
        Company as the cost of the patent and a long-term royalty obligation due
        to a
        Director and stockholder. The Company recorded amortization of the cost of
        the
        patent in the amount of $341 through September 30, 2008.
 
 **(4)**  **Common
        Stock**
 
 On
        May
        10, 2007, the Company issued 10,000,000 shares of common stock valued at
        a price
        of $0.0001 per share (par value) for common stock subscriptions receivable
        of
        $1,000. On August 1, 2007, the Company received $1,000 from seven stockholders
        of the Company in satisfaction of common stock subscriptions receivable that
        were entered into on May 10, 2007.
 
 On
        September 24, 2007, the Company issued 25,000 shares of common stock valued
        at
        $525 for transfer agent services performed as described in Note 6
        below.
 
 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 3,500,000 **** 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 3,500,000 registered shares of its common
        stock,
        par value of $0.0001 per share, at an offering price of $0.031 per share
        for
        proceeds of $109,890. Deferred offering costs of the capital formation activity
        amounted to $20,000.
 
 F-9
  **CARDIO
          VASCULAR MEDICAL DEVICE CORP.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **SEPTEMBER
          30, 2008, AND 2007**
 **(Unaudited)**
  **(5)**  **Income
        Taxes**
 
 The
        provision (benefit) for income taxes for the periods ended September 30,
        2008,
        and 2007, was as follows (using a 23.7 percent effective Federal and state
        income tax rate):
 **2008**
                
                **2007**Current
                    Tax Provision:Federal
                    and state-Taxable
                    income
                
                $
                -
                
                $
                -Total
                    current tax provision
                
                $
                -
                
                $
                -Deferred
                    Tax Provision:Federal
                    and state-Loss
                    carryforwards
                
                $
                7,280
                
                $
                4,483Change
                    in valuation allowance
                
                
                (7,280
                )
                
                (4,483
                )Total
                    deferred tax provision
                
                $
                -
                
                $
                -
 
 The
        Company had deferred income tax assets as of September 30, 2008, as
        follows:
  **2008**
                
                **2007**Loss
                    carryforwards
                
                $
                30,534
                
                $
                4,483Less
                    - Valuation allowance
                
                
                (30,534
                )
                
                (4,483
                )Total
                    net deferred tax assets
                
                $
                -
                
                $
                -
 As
        of
        September 30, 2008, the Company had net operating loss carryforwards for
        income
        tax reporting purposes of approximately $128,837 that may be offset against
        future taxable income. The net operating loss carryforwards expire in the
        year
        2028. 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.
  **(6)**  **Related
        Party Transactions**
 
 On
        May
        28, 2007, a Director and stockholder of the Company assigned to the Company,
        in
        exchange for the Company’s commitment to royalty payments to the Director and
        stockholder of one-half percent of all future revenues received from the
        exploitation of the maneuverable coiled guidewire patent. The historical
        cost of
        the patent to the Director and stockholder in the amount of $5,000 is reflected
        on the accompanying balance sheet of the Company as the cost of the patent
        and a
        long-term royalty obligation due to a Director and stockholder.
  F-10
  **CARDIO
        VASCULAR MEDICAL DEVICE CORP.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **SEPTEMBER
        30, 2008, AND 2007**
 **(Unaudited)**
  On
        August
        1, 2007, the Company received $1,000 from seven stockholders of the Company
        in
        satisfaction of common stock subscriptions receivable that were entered into
        on
        May 10, 2007.
 
 For
        the
        period from September 28, 2007, through November 11, 2007, the Company received
        various working capital loans from a Director and stockholder of the Company
        totaling $39,000. The loans were repaid by the Company on December 3,
        2007.
 
 For
        the
        period ended December 31, 2007, the Company had paid to a Director and
        stockholder of the Company $35,055 for consulting services
        rendered.
 
 As
        of
        September 30, 2008, the Company owed to a Director and stockholder $14,300
        that
        was loaned to the Company for working capital purposes. The loan is unsecured,
        non-interest bearing, and has no terms for repayment.
 
 On
        July
        18, 2008, the Company received a $10,000 working capital loan from a stockholder
        of the Company. The loan is unsecured, non-interest bearing, and has no terms
        for repayment.
 
 **(7)**  **Recent
        Accounting Pronouncements**
 
 In
        March
        2008, the FASB issued FASB Statement No. 161, *“Disclosures
        about Derivative Instruments and Hedging Activities - an amendment of FASB
        Statement 133”* (“SFAS
        No. 161”). SFAS No. 161 enhances required disclosures regarding derivatives and
        hedging activities, including enhanced disclosures regarding how: (a) an
        entity
        uses derivative instruments; (b) derivative instruments and related hedged
        items
        are accounted for under SFAS No. 133, *“Accounting
        for Derivative Instruments and Hedging Activities”* ;
        and (c)
        derivative instruments and related hedged items affect an entity’s financial
        position, financial performance, and cash flows. Specifically, SFAS No. 161
        requires:
 
 ●
              Disclosure
                  of the objectives for using derivative instruments be disclosed
                  in terms
                  of underlying risk and accounting
                  designation;
 ●
              Disclosure
                  of the fair values of derivative instruments and their gains and
                  losses in
                  a tabular format;
 ●
              Disclosure
                  of information about credit-risk-related contingent features;
                  and
 ●
              Cross-reference
                  from the derivative footnote to other footnotes in which
                  derivative-related information is
                  disclosed.
 
 SFAS
        No.
        161 is effective for fiscal years and interim periods beginning after November
        15, 2008. Earlier application is encouraged. The management of the Company
        does
        not expect the adoption of this pronouncement to have a material impact on
        its
        financial statements.
  F-11
 **CARDIO
          VASCULAR MEDICAL DEVICE CORP.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **SEPTEMBER
          30, 2008, AND 2007**
 **(Unaudited)**
  On
        May 9,
        2008, the FASB issued FASB Statement No. 162, “ *The
        Hierarchy of Generally Accepted Accounting Principles”* (“SFAS
        No. 162”). SFAS No. 162 is intended to improve financial reporting by
        identifying a consistent framework, or hierarchy, for selecting accounting
        principles to be used in preparing financial statements that are presented
        in
        conformity with U.S. generally accepted accounting principles (“GAAP”) for
        nongovernmental entities.
 
 Prior
        to
        the issuance of SFAS No. 162, GAAP hierarchy was defined in the American
        Institute of Certified Public Accountants (“AICPA”) Statement on Auditing
        Standards (“SAS”) No. 69, “ *The
        Meaning of Present Fairly in Conformity with Generally Accept Accounting
        Principles.”* SAS No.
        69 has been criticized because it is directed to the auditor rather than
        the
        entity. SFAS No. 162 addresses these issues by establishing that the GAAP
        hierarchy should be directed to entities because it is the entity (not the
        auditor) that is responsible for selecting accounting principles for financial
        statements that are presented in conformity with GAAP.
 
 The
        sources of accounting principles that are generally accepted are categorized
        in
        descending order as follows:
 
 a)
            FASB
                Statements of Financial Accounting Standards and Interpretations,
                FASB
                Statement 133 Implementation Issues, FASB Staff Positions, and American
                Institute of Certified Public Accountants (AICPA) Accounting Research
                Bulletins and Accounting Principles Board Opinions that are not superseded
                by actions of the FASB. 
 b)
            FASB
                Technical Bulletins and, if cleared by the FASB, AICPA Industry Audit
                and
                Accounting Guides and Statements of
                Position. 
 c)
            AICPA
                Accounting Standards Executive Committee Practice Bulletins that
                have been
                cleared by the FASB, consensus positions of the FASB Emerging Issues
                Task
                Force (EITF), and the Topics discussed in Appendix D of EITF Abstracts
                (EITF D-Topics). 
 d)
            Implementation
                guides (Q&As) published by the FASB staff, AICPA Accounting
                Interpretations, AICPA Industry Audit and Accounting Guides and Statements
                of Position not cleared by the FASB, and practices that are widely
                recognized and prevalent either generally or in the
                industry. 
 SFAS
        No.
        162 is effective 60 days following the SEC’s approval of the Public Company
        Accounting Oversight Board amendment to its authoritative literature. It
        is only
        effective for nongovernmental entities; therefore, the GAAP hierarchy will
        remain in SAS 69 for state and local governmental entities and federal
        governmental entities. The management of the Company does not expect the
        adoption of this pronouncement to have a material impact on its financial
        statements.
 
 On
        May
        26, 2008, the FASB issued FASB Statement No. 163, “ *Accounting
        for Financial Guarantee Insurance Contracts* ”
(“SFAS
        No. 163”). SFAS No. 163 clarifies how FASB Statement No. 60, “ *Accounting
        and Reporting by Insurance Enterprises* ”
(“SFAS
        No. 60”), applies to financial guarantee insurance contracts issued by insurance
        enterprises, including the recognition and measurement of premium revenue
        and
        claim liabilities. It also requires expanded disclosures about financial
        guarantee insurance contracts.
  F-12
  **CARDIO
          VASCULAR MEDICAL DEVICE CORP.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **SEPTEMBER
          30, 2008, AND 2007**
 **(Unaudited)**
 The
        accounting and disclosure requirements of SFAS No. 163 are intended to improve
        the comparability and quality of information provided to users of financial
        statements by creating consistency. Diversity exists in practice in accounting
        for financial guarantee insurance contracts by insurance enterprises under
        SFAS
        No. 60, “ *Accounting
        and Reporting by Insurance Enterprises.* ”
That
        diversity results in inconsistencies in the recognition and measurement of
        claim
        liabilities because of differing views about when a loss has been incurred
        under
        FASB Statement No. 5, “ *Accounting
        for Contingencies* ”
(“SFAS
        No. 5”). SFAS No. 163 requires that an insurance enterprise recognize a claim
        liability prior to an event of default when there is evidence that credit
        deterioration has occurred in an insured financial obligation. It also requires
        disclosure about (a) the risk-management activities used by an insurance
        enterprise to evaluate credit deterioration in its insured financial obligations
        and (b) the insurance enterprise’s surveillance or watch list.
 
 SFAS
        No.
        163 is effective for financial statements issued for fiscal years beginning
        after December 15, 2008, and all interim periods within those fiscal years,
        except for disclosures about the insurance enterprise’s risk-management
        activities. Disclosures about the insurance enterprise’s risk-management
        activities are effective the first period beginning after issuance of SFAS
        No.
        163. Except for those disclosures, earlier application is not permitted.
        The
        management of Cardio Vascular does not expect the adoption of this pronouncement
        to have a material impact on its financial statements.
 
 **(8)**  **Commitments
        and Contingencies**
 
 The
        Company is committed to paying royalties to a Director and stockholder based
        on
        one-half percent of all future revenues received from the exploitation of
        a
        patent as described in Note 3 above.
 
 On
        September 17, 2007, the Company entered into a Consulting Agreement with
        Island
        Capital Management, LLC dba Island Stock Transfer (“Island Stock Transfer”) for
        consulting and advisory services. Under the Agreement, the Company agreed
        to pay
        to Island Stock Transfer initial fees amounting to $2,525 plus transaction
        fees
        payable as follows: (1) $1,000 due at the time of execution of the Agreement,
        and $1,000 within 60 days; (2) the issuance of 25,000 shares of the Company’s
        common stock with a value of $525; and (3) transaction fees in accordance
        with
        the fee schedule for services of Island Stock Transfer. The Company also
        has the
        right under the Agreement to repurchase the 25,000 shares of common stock
        from
        Island Stock Transfer for a period of one year for $10,000. Prior to March
        31,
        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






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





As
      used
      in this Quarterly Report on Form 10-Q (this “Report”), references to “Cardio
      Vascular,” “the 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 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-KSB, filed with the Securities and Exchange Commission
      on August 28, 2007, and March 25, 2008, 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. We have
      not
      generated any revenue to date and our operations have been limited to
      organizational, start-up, and fund raising activities. We currently have no
      employees other than our officers, who are also our Directors.





3




We
      own
      the technology and patent for a new and improved maneuverable-coiled guidewire.
      Such patent, entitled the “Maneuverable-Coiled Guidewire,” was approved and
      granted by the United States Patent and Trademark Office on November 28, 2006,
      and was assigned the United States Patent No. 7,141,024. The inventor of the
      technology covered by such patent was Benny Gaber. The patent and all other
      intellectual property rights relating to the technology were acquired by us
      on
      May 28, 2007, in exchange for future royalties to be paid in the amount of
1⁄2%
      (one-half percent) from revenues derived from the sale and/or licensing and/or
      manufacturing of the related patent. On such 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 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 (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.





**Plan
      of Operation**




Since
      our
      inception, we have not generated any revenues and do not expect to generate
      any
      revenues over the next twelve months. Our principal business objective for
      the
      next 12 (twelve) 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.





**Going
      Concern Consideration**





The
      financial statements contained herein for the fiscal quarter ending September
      30, 2008, have been prepared on a “going concern” basis, which contemplates the
      realization of assets and the satisfaction of liabilities in the normal course
      of business. For the reasons discussed herein and in the footnotes to our
      financial statements included herein, there is a significant risk that we will
      be unable to continue as a going concern. Our audited financial statements
      included in our Annual Report on Form 10-KSB for the period ended December
      31,
      2007, filed with SEC on March 25, 2008, contain additional footnote disclosures
      describing the circumstances that lead to this disclosure by our registered
      independent auditors.





4




**Material
      Changes in Financial Condition**




On
      September 30, 2008, we had $387 in cash, as compared to $2,250 on December
      31,
      2007. This decrease resulted primarily from the use of cash from operations.
      The
      Company does not believe that such funds will be sufficient to fund its expenses
      over the next 12 months. There can be no assurance that additional capital
      will
      be available to the Company. 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 fund its business
      plan will have a severe negative impact on its ability to remain
      viable.





**Material
      Changes in Results of Operations**





The
      Company incurred total expenses and net losses of $30,716 for the nine-month
      period ended September 30, 2008, as compared to total expenses and net losses
      of
      $18,917 for the period from April 26, 2007 (inception), to September 30, 2007.
      This increase resulted primarily from additional legal and accounting and other
      professional fees incurred for the related period.





**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.**





As
      a
      smaller reporting company, we are not required to provide the information
      required by this Item 3.




**Item
      4T. Controls and Procedures.**





**Evaluation
      of Disclosure Controls and Procedures**





Our
      disclosure controls and procedures are designed to ensure that information
      required to be disclosed in reports that we file or submit under the Securities
      Exchange Act of 1934 is recorded, processed, summarized, and reported within
      the
      time periods specified in the rules and forms of the United States Securities
      and Exchange Commission. Our principal executive and financial officer has
      reviewed the effectiveness of our "disclosure controls and procedures" (as
      defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
      1934) as of the end of the period covered by this Quarterly Report on Form
      10-Q
      and has concluded that the disclosure controls and procedures are effective
      to
      ensure that material information relating to the Company is recorded, processed,
      summarized, and reported in a timely manner.





**Management's
      Quarterly Report on Internal Control over Financial
      Reporting**





Our
      management is responsible for establishing and maintaining adequate internal
      control over financial reporting for the Company, as defined in Rules 13a-15(f)
      and 15d-15(f) under the Securities Exchange Act of 1934. Our internal control
      over financial reporting is designed to provide reasonable assurance regarding
      the reliability of financial reporting and the preparation of financial
      statements for external purposes in accordance with generally accepted
      accounting principles and includes those policies and procedures
      that:





5




(i)
      pertain to the maintenance of records that, in reasonable detail, accurately
      and
      fairly reflect the transactions and dispositions of our assets;




(ii)
      provide reasonable assurance that transactions are recorded as necessary to
      permit preparation of financial statements in accordance with generally accepted
      accounting principles, and that receipts and expenditures of the Company are
      being made only in accordance with authorizations of management and directors
      of
      the Company; and





(iii)
      provide reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of the Company's assets that could
      have a material effect on the financial statements.





Management's
      assessment of the effectiveness of the Company's internal control over financial
      reporting is as of June 30, 2008. We believe that our internal control over
      financial reporting is effective. We have not identified any current material
      weaknesses, considering the nature and extent of our current operations, or
      any
      risks or errors in our financial reporting under current
      operations.





Because
      of its inherent limitations, internal control over financial reporting may
      not
      prevent or detect misstatements. Also, projections of any evaluation of
      effectiveness to future periods are subject to the risk that controls may become
      inadequate because of changes in conditions, or that the degree of compliance
      with the policies or procedures may deteriorate.





This
      Quarterly Report on Form 10-Q does not include an attestation report of the
      Company's registered independent auditor regarding internal control
      over financial reporting. Management's report was not subject to attestation
      by
      the Company's registered independent auditor pursuant to temporary
      rules of the Securities and Exchange Commission that permit the Company to
      provide only management's report in this quarterly report.




There
      was
      no change in our internal control over financial reporting that occurred during
      the fiscal quarter ended June 30, 2008, that has materially affected, or is
      reasonably likely to materially affect, our 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
      beneficially of more than 5% (five percent) 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.**





None.





6





**Item
      2.**  **Unregistered
      Sales of Equity Securities and 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 fiscal quarter
      ended June 30, 2008.




**Item
      5.**  **Other
      Information.**





None.





**Item
      6.**  **Exhibits.**




Exhibit
                No.
            
            Description31.1
            
            Rule
                13a-14(a)/15(d)-14(a) Certification of Principal Executive
                Officer31.2
            
            Rule
                13a-14(a)/15(d)-14(a) Certification of Principal Financial and Accounting
                Officer32.1
            
            Section
                1350 Certification of Principal Executive Officer32.2
            
            Section
                1350 Certification of Principal Financial and Accounting
                Officer




7







**SIGNATURES**





In
      accordance with to requirements of the Securities Exchange Act of 1934, the
      Company has duly caused this Report to be signed on its behalf by the
      undersigned, thereunto duly authorized.




**CARDIO
                VASCULAR MEDICAL DEVICE CORP**.November
                10, 2008
            By:
            /s/ Benny
                GaberTitle:
                  President, Chief Executive Officer, and Director
              (Principal
                Executive Officer)




November
                10, 2008
            By:
            /s/ Lavi
                KrasneyName:Lavi KrasneyTitle:Secretary, Treasurer, and Director
              (Principal
                Financial and Accounting Officer)





8