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 June 30, 2009  .. TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  CHINA NORTHERN MEDICAL DEVICE, INC. (Exact name of registrant as specified in Charter)  NEVADA000-5308930-0428006(State or other jurisdiction of
incorporation or organization)(Commission File No.)(IRS Employee Identification No.)  180 Hongqi Da Jie, Suite 400 Nangang District, Haerbing City Heilongjiang Province, China 150090 (Address of Principal Executive Offices)  (86) 451- 8228-0845 (Issuer Telephone number)  Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes . 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 filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act (Check one):  Large Accelerated Filer . Accelerated Filer . Non-Accelerated Filer . Smaller Reporting Company X.  Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes X.No .  State the number of shares outstanding of each of the issuers classes of common equity, as of as of August 4, 2009: 3,550,000 shares of Common Stock.     CHINA NORTHERN MEDICAL DEVICE, INC.  FORM 10-Q  June 30, 2009  INDEX     PART I-- FINANCIAL INFORMATIONItem 1.Financial Statements3Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operations19Item 3Quantitative and Qualitative Disclosures About Market Risk22Item 4T.Controls and Procedures22PART II-- OTHER INFORMATIONItem 1Legal Proceedings23Item 1ARisk Factors23Item 2.Unregistered Sales of Equity Securities and Use of Proceeds23Item 3.Defaults Upon Senior Securities23Item 4.Submission of Matters to a Vote of Security Holders23Item 5.Other Information23Item 6.Exhibits23SIGNATURE24   2     Part I  Financial Information  Item 1. Financial Statements.   CHINA NORTHERN MEDICAL DEVICE, INC (A Development Stage Company)  FINANCIAL STATEMENTS  At June 30, 2009 and December 31, 2008 and for the three and six months ended June 30, 2009 and 2008    3      CHINA NORTHERN MEDICAL DEVICE, INC (A Development Stage Company)    INDEXPAGEBALANCE SHEETS5STATEMENT OF OPERATIONS6STATEMENT OF CASH FLOWS7NOTES TO FINANCIAL STATEMENTS8  4      CHINA NORTHERN MEDICAL DEVICE, INC (A Development Stage Company)  BALANCE SHEETS  June 30,December 31,20092008(unaudited)ASSETSCurrent Assets:Cash and cash equivalents$27,659$47,050Prepaid office rent-2,000Total Current Assets27,65949,050Total Assets$27,659$49,050LIABILITIES AND STOCKHOLDERS' EQUITYCurrent Liabilities:Accounts payable and accrued expenses (Note 6)3,00010,000Loan from a shareholder (Note 7)$140,000$140,000Total Current Liabilities143,000150,000Stockholders' Equity:Preferred stock, par value $0.0001, 5,000,000 shares authorized;none issued and outstanding as of June 30, 2009none issued and outstanding as of December 31, 2008--Common stock, par value $0.0001, 100,000,000 shares authorized;3,550,000 shares issued and outstanding as of June 30, 20093,550,000 shares issued and outstanding as of December 31, 2008355355Additional paid-in capital149,645149,645Deficit accumulated during the development stage(265,341)(250,950)Stockholders' deficiency(115,341)(100,950)Total Liabilities and Stockholders' Deficiency$27,659$49,050   5     CHINA NORTHERN MEDICAL DEVICE, INC (A Development Stage Company)  STATEMENT OF OPERATIONS  For the PeriodMarch 26, 2007For the Three Months EndedFor the Six Months Ended(inception) throughJune 30,June 30,June 30,20092008200920082009(unaudited)(unaudited)(unaudited)(unaudited)(unaudited)RevenuesSales$-$-$-$-$-Costs of Sales-----Gross Profit-----Operating ExpensesOffice rent1,2001,2002,4002,40010,000Office expenses1604435004435,265Consultancy Fees----25,000Professional fees3,4932,00011,49363,271225,293Total Operating Expenses4,8533,64314,39366,114265,558Income (Loss) from Operation(4,853)(3,643)(14,393)(66,114)(265,558)Other Income (Expenses)Interest Income22122212217Total Other Income (Expenses)22122212217Income (Loss) before Provision for Income Tax(4,851)(3,431)(14,391)(65,902)(265,341)Provision for Income Tax-----Net Income (Loss)$(4,851)$(3,431)$(14,391)$(65,902)$(265,341)Basic and fully diluted earnings (loss) per share$(0.00)$(0.00)$(0.00)$(0.02)$(0.08)Weighted average shares outstanding3,550,0003,550,0003,550,0003,320,8333,315,741   6     CHINA NORTHERN MEDICAL DEVICE, INC  (A Development Stage Company)  STATEMENT OF CASH FLOWS  For the PeriodMarch 26, 2007For the Six Months Ended(inception) throughJune 30,June 30,200920082009(unaudited)(unaudited)(unaudited)Operating ActivitiesNet income (loss)$(14,391)$(65,902)$(265,341)Adjustments to reconcile net income (loss) tonet cash provided (used) by operating activities:Changes in operating assets and liabilities:Decrease (Increase) in prepaid office rent2,000--(Increase)/Decrease in contract security deposit-(100,000)-Increase (decrease) in accounts payable and accrued expenses(7,000)(6,151)3,000Net cash provided (used) by operating activities(19,391)(172,053)(262,341)Investing ActivitiesNet cash (used) by investing activities---Financing ActivitiesProceeds from issuance of common stock-110,000150,000Loans from a shareholder-64,000140,000Net cash provided (used) by financing activities-174,000290,000Increase (decrease) in cash(19,391)1,94727,659Cash at beginning of period47,050200-Effects of exchange rates on cash---Cash at end of period$27,659$2,147$27,659Supplemental Disclosures of Cash Flow Information:Cash paid (received) during year for:Interest$-$-$-Income taxes$-$-$-   7     CHINA NORTHERN MEDICAL DEVICE, INC (A Development Stage Company)  NOTES TO FINANCIAL STATEMENTS  Note 1- BASIS OF PRESENTATION  The accompanying unaudited financial statements as of June 30, 2009 and for the three and six months ended June 30, 2009 and 2008 have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information. They do not include all of the information and footnotes for complete financial statements as required by GAAP. In management's opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for the three and six months ended June 30, 2009 and 2008 presented are not necessarily indicative of the results to be expected for the full year. These financial statements should be read in conjunction with the Companys audited financial statements and notes thereto for the fiscal year ended December 31, 2008.  Note 2- ORGANIZATION AND BUSINESS BACKGROUND  China Northern Medical Device, Inc. ("CNMD" or the "Company") was incorporated on March 26, 2007 under the laws of the State of Nevada. The Company has selected December 31 as its fiscal year ending.  The Company has not yet generated revenues from planned principal operations and is considered a development stage company as defined in Statement of Financial Accounting Standards ("SFAS") No. 7. The Company plans on becoming involved in the business of marketing medical devices and providing consulting services to medical device manufactures in the People's Republic of China ("PRC") and North America . There is no assurance, however, that the Company will achieve its objectives or goals.  Note 3- GOING CONCERN  The Company incurred net losses of $14,391 for the six months ended June 30, 2009, and $151,799 for the year ended December 31, 2008. In addition, the Company had a working capital deficiency of $115,341 and a stockholders' deficiency of $115,341 at June 30, 2009. These factors raise substantial doubt about the Company's ability to continue as a going concern.  There can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available from external sources such as debt or equity financings or other potential sources. The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company's existing stockholders.  The accompanying financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.  During the period March 26, 2007 (inception) through June 30, 2009, the Company relied heavily for its financing needs on its CEO/director, Mr. Wu, Jinzhao, as more fully disclosed in Note 7.   8     CHINA NORTHERN MEDICAL DEVICE, INC (A Development Stage Company)  NOTES TO FINANCIAL STATEMENTS  Note 4- CONTROL BY PRINCIPAL STOCKHOLDER/OFFICER  The chief executive officer owns beneficially and in the aggregate, the majority of the voting power of the Company. Accordingly, the chief executive officer has the ability to control the approval of most corporate actions, including approving significant expenses, increasing the authorized capital stock and the dissolution, merger or sale of the Company's assets.  Note 5- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  Basis of Presentation  The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP") and are presented in U.S. dollars.  Subsequent Events  The Company evaluated subsequent events through the time of filing this Quarterly Report on Form 10-Q on August 4, 2009. We are not aware of any significant events that occurred subsequent to the balance sheet date but prior to the filing of this report that would have a material impact on our financial statements.  Use of Estimates  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 and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results when ultimately realized could differ from these estimates.  Cash and Cash Equivalents  Cash and cash equivalents include cash on hand, deposits in banks with maturities of three months or less, and all highly liquid investments which are unrestricted as to withdrawal or use, and which have original maturities of three months or less.  Concentrations of Credit Risk  Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains its cash and cash equivalents with high-quality institutions. Deposits held with banks in PRC may not be insured or exceed the amount of insurance provided on such deposits. Generally these deposits may be redeemed upon demand and therefore bear minimal risk.  Fair Value of Financial Instruments  The carrying value of financial instruments including cash and cash equivalents, receivables, prepaid expenses, accounts payable, and accrued expenses, approximates their fair value due to the relatively short-term nature of these instruments.  9     CHINA NORTHERN MEDICAL DEVICE, INC (A Development Stage Company)  NOTES TO FINANCIAL STATEMENTS  Note 5- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)  Impairment of Long-life Assets  Long-lived assets and certain identifiable intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.  Revenue Recognition  Revenues are recognized when finished products are shipped to unaffiliated customers, both title and the risks and rewards of ownership are transferred or services have been rendered and accepted, the selling price is fixed or determinable, and collectability is reasonably assured.  Advertising Costs  Advertising costs will be expensed as incurred and included as part of selling and marketing expenses in accordance with the American Institute of Certified Public Accountants ("AICPA") Statement of Position 93-7, "Reporting for Adverting Costs". The Company did not incur any advertising costs for the three and six months ended June 30, 2009 and 2008, respectively.  Research and Development Costs  Research and development costs will be charged to expense as incurred. The Company did not incur any research and development costs for the three and six months ended June 30, 2009 and 2008, respectively.  Related parties  For the purposes of these financial statements, parties are considered to be related if one party has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Company and the party are subject to common control or common significant influence. Related parties may be individuals or other entities.  10     CHINA NORTHERN MEDICAL DEVICE, INC (A Development Stage Company)  NOTES TO FINANCIAL STATEMENTS  Note 5- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)  Income Taxes  The Company accounts for income tax using SFAS No. 109 "Accounting for Income Taxes", which requires the asset and liability approach for financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance related to deferred tax assets is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized.  The Company has accumulated deficiency in its operation. Because there is no certainty that we will realize taxable income in the future, we did no record any deferred tax benefit as a result of these losses.  The Company accounts for income taxes in interim periods as required by Accounting Principles Board Opinion No. 28 Interim Financial Reporting and as interpreted by FASB Interpretation No. 18, Accounting for Income Taxes in Interim Periods. The Company has determined an estimated annual effect tax rate. The rate will be revised, if necessary, as of the end of each successive interim period during the Companys fiscal year to its best current estimate. The estimated annual effective tax rate is applied to the year-to-date ordinary income (or loss) at the end of the interim period.  Comprehensive Income  Statement of Financial Accounting Standards (SFAS) No. 130, Reporting Comprehensive Income, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources.  Earnings (Loss) Per Share  The Company reports earnings per share in accordance with the provisions of SFAS No. 128, Earnings Per Share. SFAS No. 128 requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed similar to basic earnings 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 are no potentially dilutive securities outstanding (options and warrants) for the three and six months ended June 30, 2009 and 2008, respectively.  11     CHINA NORTHERN MEDICAL DEVICE, INC (A Development Stage Company)  NOTES TO FINANCIAL STATEMENTS  Note 5- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)  Segment Reporting  SFAS No. 131 Disclosures about Segments of an Enterprise and Related Information establishes standards for reporting information about operating segments on a basis consistent with the Companys internal organization structure as well as information about geographical areas, business segments and major customers in financial statements. The Company currently plans on operating in one principal business segment.  Fair Value of Measurements  The Company adopted Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), effective January 1, 2008. The provisions of SFAS 157 are to be applied prospectively.  SFAS 157 clarifies that fair value is an estimate of the exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants (i.e., the exit price at the measurement date). Under SFAS 157, fair value measurements are not adjusted for transaction cost. SFAS 157 provides for use of a fair value hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three levels:  Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities  Level 2: Input other than quoted market prices that are observable, either directly or indirectly, and reasonably available. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the Company.  Level 3: Unobservable inputs. Unobservable inputs reflect the assumptions that the Company develops based on available information about what market participants would use in valuing the asset or liability.  An asset or liabilitys level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Availability of observable inputs can vary and is affected by a variety of factors. The Company uses judgment in determining fair value of assets and liabilities and Level 3 assets and liabilities involve greater judgment than Level 1 and Level 2 assets or liabilities.  12     CHINA NORTHERN MEDICAL DEVICE, INC (A Development Stage Company)  NOTES TO FINANCIAL STATEMENTS  Note 5- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)  Adoption of FIN 48  Effective January 1, 2007, the Company adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprises financial statements in accordance with SFAS No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on de-recognition of tax benefits, classification on the balance sheet, interest and penalties, accounting in interim periods, disclosure, and transition. In accordance with FIN 48, the Company performed a self-assessment and concluded that there were no significant uncertain tax positions requiring recognition in its financial statements.  Adoption of SFAS No. 157  In September 2006, the Financial Accounting Standards Board (FASB) issued SFAS No. 157, "Fair Value Measurements". SFAS No. 157 defines fair value, establishes a framework and gives guidance regarding the methods used for measuring fair value, and expands disclosures about fair value measurements. In February 2008, the FASB issued FASB Staff Position 157-1, "Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13" ("FSP 157-1") and FASB Staff Position 157-2, "Effective Date of FASB Statement No. 157" ("FSP 157-2"). FSP 157-1 amends SFAS No. 157 to remove certain leasing transactions from its scope. FSP 157-2 delays the effective date of SFAS No. 157 for all non-financial assets and non-financial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), until fiscal years beginning after November 15, 2008. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company adopted SFAS No. 157 effective January 1, 2008 for all financial assets and liabilities as required. The adoption of FAS No. 157 did not have a material impact on the Companys financial position and results of operations.  On October 10, 2008, the FASB issued FSP FAS 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active. The FSP clarifies the application of FASB Statement No. 157, Fair Value Measurements, in a market that is not active and provides an example to illustrate key considerations in determining the fair value of a financial asset when the market for that financial asset is not active. The FSP is effective immediately, and includes prior period financial statements that have not yet been issued.  13     CHINA NORTHERN MEDICAL DEVICE, INC (A Development Stage Company)  NOTES TO FINANCIAL STATEMENTS  Note 5- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)  Adoption of SFAS No. 159  In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities  Including an Amendment of FASB Statement No. 115, which is effective for fiscal years beginning after November 15, 2007. SFAS No. 159 is an elective standard which permits an entity to choose to measure many financial instruments and certain other items at fair value at specified election dates. Subsequent unrealized gains and losses on items for which the fair value option has been elected will be reported in earnings. The Company did not elect the fair value option for any assets or liabilities that were not previously carried at fair value. Accordingly, the adoption of SFAS 159 did not have a material impact on the Companys financial position and results of operations.  Adoption of SFAS No. 160 and SFAS 141R  In December 2007, the FASB issued Statements of Financial Accounting Standards No. 141 (revised 2007), Business Combinations (SFAS 141R) and No. 160, Noncontrolling Interests in Consolidated Financial Statements  an amendment to ARB No. 51 (SFAS 160). Both SFAS 141R and SFAS 160 are to be adopted effective January 1, 2009. SFAS 141R requires the application of several new or modified accounting concepts that, due to their complexity, could introduce a degree of volatility in periods subsequent to a material business combination. SFAS 141R requires that all business combinations result in assets and liabilities acquired being recorded at their fair value, with limited exceptions. Other areas related to business combinations that will require changes from current GAAP include: contingent consideration, acquisition costs, contingencies, restructuring costs, in process research and development and income taxes, among others. SFAS 160 will primarily impact the presentation of minority or noncontrolling interests within the Balance Sheet and Statement of Operations as well as the accounting for transactions with noncontrolling interest holders. The Company adopted SFAS No. 141 (revised 2007) and SFAS No. 160 on January 1, 2009. There was no material impact on the Companys financial position and results of operations upon adoption, and their effects on future periods will depend on the nature and significance of business combinations subject to these statements.  Adoption of SFAS No. 161  In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Hedging Instruments and Hedging Activities  an amendment of FASB Statement No. 133 (SFAS 161). SFAS 161, which is effective January 1, 2009, requires enhanced qualitative and quantitative disclosures with respect to derivatives and hedging activities. The adoption of SFAS No. 161 did not have a material effect on the Companys financial position and results of operations.   14     CHINA NORTHERN MEDICAL DEVICE, INC (A Development Stage Company)  NOTES TO FINANCIAL STATEMENTS  Note 5- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)  Adoption of FSP FAS 142-3  In April 2008, the FASB issued Staff Position FAS 142-3, Determination of the Useful Life of Intangible Assets (FSP FAS 142-3) which amends the factors an entity should consider in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FAS No. 142, Goodwill and Other Intangible Assets (FAS No. 142). FSP FAS 142-3 applies to intangible assets that are acquired individually or with a group of assets and intangible assets acquired in both business combinations and asset acquisitions. It removes a provision under FAS No. 142, requiring an entity to consider whether a contractual renewal or extension clause can be accomplished without substantial cost or material modifications of the existing terms and conditions associated with the asset. Instead, FSP FAS 142-3 requires that an entity consider its own experience in renewing similar arrangements. An entity would consider market participant assumptions regarding renewal if no such relevant experience exists. FSP FAS 142-3 is effective for year ends beginning after December 15, 2008 with early adoption prohibited. The adoption of FSP FAS 142-3 did not have a material effect on the Companys financial position and results of operations.  Adoption of FSP No. EITF 03-6-1  In June 2008, the Financial Accounting Standards Board (FASB) issued FSP No. EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities (FSP EITF 03-6-1). FSP EITF 03-6-1 concludes that unvested share-based payment awards that contain rights to receive non-forfeitable dividends or dividend equivalents are participating securities, and thus, should be included in the two-class method of computing earnings per share (EPS). FSP EITF 03-6-1 is effective for fiscal years beginning after December 15, 2008, and interim periods within those years. Early application of EITF 03-6-1 is prohibited. It also requires that all prior-period EPS data be adjusted retrospectively. The adoption of FSP No. EITF 03-6-1 did not have a material effect on the Companys financial position and results of operations.  Recent Accounting Pronouncements  In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification (the "Codification"). The Codification will become the source of authoritative U.S. generally accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of this Statement, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other nongrandfathered non-SEC accounting literature not included in the Codification will become nonauthoritative. This Statement is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The Management does not expect that the adoption of SFAS No. 168 would have a material effect on the Companys financial position and results of operations.  15     CHINA NORTHERN MEDICAL DEVICE, INC (A Development Stage Company)  NOTES TO FINANCIAL STATEMENTS  Note 5- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)  Recent Accounting Pronouncements (continued)  In June 2009, the FASB issued SFAS No. 167, "Amendments to FASB Interpretation No. 46(R)." SFAS No. 167, among other things, requires a qualitative rather than a quantitative analysis to determine the primary beneficiary of a variable interest entity ("VIE"); requires continuous assessments of whether an enterprise is the primary beneficiary of a VIE; enhances disclosures about an enterprise's involvement with a VIE; and amends certain guidance for determining whether an entity is a VIE. Under SFAS No. 167, a VIE must be consolidated if the enterprise has both (a) the power to direct the activities of the VIE that most significantly impact the entity's economic performance, and (b) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. SFAS No. 167 will be effective as of the beginning of each reporting entitys first annual reporting period that begins after November 15, 2009, and for interim periods within that first annual reporting period. Earlier application is prohibited. The Management does not expect that the adoption of SFAS No. 167 would have a material effect on the Companys financial position and results of operations. In June, 2009, the FASB issued SFAS No. 166, "Accounting for Transfers of Financial Assets". SFAS No. 166 is a revision to FASB SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities", and requires more information about transfers of financial assets, including securitization transactions, and where companies have continuing exposure to the risks related to transferred financial assets. SFAS No. 166 also eliminates the concept of a "qualifying special-purpose entity", changes the requirements for derecognizing financial assets and requires additional disclosures. FASB No. 166must be applied as of the beginning of each reporting entitys first annual reporting period that begins after November 15, 2009, and for interim periods within that first annual reporting period. Earlier application is prohibited. The Management does not expect that the adoption of SFAS No. 166 would have a material effect on the Companys financial position and results of operations.  In May 2009, the FASB issued SFAS No. 165, "Subsequent Events." SFAS No. 165 establishes authoritative accounting and disclosure guidance for recognized and non-recognized subsequent events that occur after the balance sheet date but before financial statements are issued. SFAS No. 165 also requires disclosure of the date through which an entity has evaluated subsequent events and the basis for that date. In accordance with this Statement, an entity should apply the requirements to interim or annual financial periods ending after June 15, 2009. The adoption of SFAS No. 165 had no material impact on the Companys financial position and results of operations.  16     CHINA NORTHERN MEDICAL DEVICE, INC (A Development Stage Company)  NOTES TO FINANCIAL STATEMENTS  Note 5- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)  Recent Accounting Pronouncements (continued)  In April 2009, the FASB issued FSP FAS 141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies. This FSP requires that assets acquired and liabilities assumed in a business combination that arise from contingencies be recognized at fair value if fair value can be reasonably estimated. If fair value cannot be reasonably estimated, the asset or liability would generally be recognized in accordance with SFAS No. 5, Accounting for Contingencies and FASB Interpretation No. 14, Reasonable Estimation of the Amount of a Loss. Further, the FASB removed the subsequent accounting guidance for assets and liabilities arising from contingencies from SFAS No. 141(R). The requirements of this FSP carry forward without significant revision the guidance on contingencies of SFAS No. 141, Business Combinations, which was superseded by SFAS No. 141(R). The FSP also eliminates the requirement to disclose an estimate of the range of possible outcomes of recognized contingencies at the acquisition date. For unrecognized contingencies, the FASB requires that entities include only the disclosures required by SFAS No. 5. This FSP was adopted effective January 1, 2009. There was no impact upon adoption, and its effects on future periods will depend on the nature and significance of business combinations subject to this statement.  In April 2009, the Financial Accounting Standards Board (FASB) issued FASB Staff Position (FSP) Financial Accounting Standard (FAS) 157-4 Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly. Based on the guidance, if an entity determines that the level of activity for an asset or liability has significantly decreased and that a transaction is not orderly, further analysis of transactions or quoted prices is needed, and a significant adjustment to the transaction or quoted prices may be necessary to estimate fair value in accordance with Statement of Financial Accounting Standards (SFAS) No. 157 Fair Value Measurements. This FSP is to be applied prospectively and is effective for interim and annual periods ending after June 15, 2009 with early adoption permitted for periods ending after March 15, 2009. The adoption of this FSP did not have a material effect on the Companys financial position and results of operations.  In April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2 Recognition and Presentation of Other-Than-Temporary Impairments. The guidance applies to investments in debt securities for which other-than-temporary impairments may be recorded. If an entitys management asserts that it does not have the intent to sell a debt security and it is more likely than not that it will not have to sell the security before recovery of its cost basis, then an entity may separate other-than-temporary impairments into two components: 1) the amount related to credit losses (recorded in earnings), and 2) all other amounts (recorded in other comprehensive income). This FSP is to be applied prospectively and is effective for interim and annual periods ending after June 15, 2009 with early adoption permitted for periods ending after March 15, 2009. The adoption of these statements did not have a material effect on the Companys financial position and results of operations.  17     CHINA NORTHERN MEDICAL DEVICE, INC (A Development Stage Company)  NOTES TO FINANCIAL STATEMENTS  Note 6- ACCOUNTS PAYABLE AND ACCRUED EXPENSES  Accounts payable and accrued expenses consist of the following:  June 30December 3120092008(unaudited)(unaudited)Accrued professional fees$3,000$10,000Accrued transfer agency fees--Total accounts payable and accrued expenses$3,000$10,000  Note 7- LOAN FROM A SHAREHOLDER  Loan from a shareholder are loans from a shareholder/CEO, Mr. Wu, Jinzhao, to finance the Companys operation due to lack of cash resources. These loans are unsecured, non-interest bearing and have no fixed terms of repayment, therefore, deemed payable on demand. Cash flow from this activity is classified as cash flows from financing activity. The total borrowing from Mr. Wu was $140,000 for the period March 26, 2007 (inception) through December 31, 2008, and $0 for the six months ended June 30, 2009.  Note 8- CAPITAL STOCK  The Articles of Incorporation authorized the Company to issue 5,000,000 shares of preferred stock with a par value of $0.0001, and 100,000,000 shares of common stock with a par value of $0.0001. No shares of preferred stock have been issued. Upon formation of the Company, 3,000,000 shares of common stock were issued for $40,000.  The Company completed a public offering on March 14, 2008. The Company issued 550,000 shares of common stock to 40 PRC citizen shareholders for $110,000. The number of common stocks issued and outstanding immediately after the offering was 3,550,000.  Note 9- COMMITMENTS AND CONTINGENCIES  The Company faces a number of risks and challenges not typically associated with companies in North America and Western Europe, since its assets exist solely in the PRC, and its revenues are derived from its operations therein. The PRC is a developing country with an early stage market economic system, overshadowed by the state. Its political and economic systems are very different from the more developed countries and are in a state of change. The PRC also faces many social, economic and political challenges that may produce major shocks and instabilities and even crises, in both its domestic arena and in its relationships with other countries, including the United States. Such shocks, instabilities and crises may in turn significantly and negatively affect the Company's performance.  18     ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  The information contained in Item 2 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.  BUSINESS OVERVIEW  We formed as a Nevada corporation on March 26, 2007. Our activities have been limited to developing and writing our business plan. Management has primarily focused on preparation of this offering document along with contacting various entities and people in furtherance of our business plan.  We intend to sell medical devices with an emphasis on portable medical devices designed for home treatments. Our initial focus will be in the northern regions of China. We intend to seek strategic relationships with medical device manufacturers both in China and North America with the aim to be their sales and distribution agent in Northern China. We also intend to assist Chinese medical device manufacturers on the development of the North American market. Eventually, we may seek to acquire an existing medical device manufacturer to enhance our operations.  Our internal marketing research indicates that the population in Northern China is often subject to ordinary and ineradicable illness due to the geographic and climate factors of the region. We believe the local health care system is not postured to provide home medical devices to those in need in a timely manner. We believe that current enterprises employ poor marketing techniques and have not exploited the potential market for medical devices. We intend to implement a strong marketing program and establish our brand. We intend to conduct detailed research to understand the purchasing behavior in Northern China which will be followed by an advertising regime consisting of TV advertisement, outdoor advertisement, promotions in shopping malls and other methods of advertising.  In addition to implementing a strong marketing and branding campaign, we intend to establish multiple venues for the sale of our products including an e-commerce platform, establish a sales network in major cities and cooperate with local sops and business entities to sell our products.  We intend to seek and obtain marketing agreements and licenses from various sources so we can in turn sell home medical devices in the Northern China region. We will focus on both American and Chinese medical device manufacturers with the goal being a marketing or sales agreement that allows us to market their products. We expect any agreements we may enter will provide us a reasonable commission for product sales.  We have initiated questionnaires and market sampling to determine consumer demands for home medical devices in Northern China. Once our market analysis is complete, we intend to acquire sales licenses to the products our research indicates is most in demand.  Once we have obtained marketing and sales agreements, we intend to promote our products through a number of venues. We have commenced efforts to establish an electronic commerce platform for promotion and sales of products through the Internet. We have also begun to design advertisements for our products which will be posted on websites established by professionals in the medical communities as well as for use in television and outdoor media advertisements. We hope to establish relationships with such prominent Chinese advertisers such as Acorn International, Inc. and Focus Media Advertisement Col., Ltd. to promote the sales of various healthcare medical devices.  We further intend to offer our services as a consultant to current Chinese medical device manufacturers whereby we would assist companies on the development of markets in North America, application of relevant patent rights and approval documents. Additionally, we will offer consulting services for medical device market promotion and planning.  We intend to initially target three to five medical and healthcare manufacturers in Northern China with capacity and brand recognition and seek to enter consulting arrangements. We would provide such manufacturers with long-term consultation services for management and product promotion. We expect such services will include advertising and public relations for the targeted brand, construction of sales nets and tunnels and sales team training.  At some point in the future, once operations have commenced and the company is positioned favorably, we may consider acquiring a business or businesses that complement our business model.  19     RESULTS OF OPERATIONS  Results of Operations for the Three Months ended June 30, 2009 Compared to the Three Months ended June 30, 2008  We have experienced losses since inception. We generated $0 in revenues from operations for the three months ended June 30, 2009 and June 30, 2008. Expenses for the three months ended June 30, 2009 were $4,853 which consisted of office rent, office expenses and professional fees giving us a net loss of $4,851. For the same period in 2008, our expenses were $3,643 consisting of office rent and professional fees resulting in a net loss of $3,431. Our expenses were higher for the three months ended June 30, 2009 due to the increase in professional fees.  Results of Operations for the Six Months ended June 30, 2009 Compared to the Six Months ended June 30, 2008  We generated $0 in revenues from operations for the six months ended June 30, 2009 and June 30, 2008. Expenses for the six months ended June 30, 2009 were $14,393 which consisted of office rent, office expenses and professional fees giving us a net loss of $14,391. For the same period in 2008, our expenses were $66,114 consisting of office rent and professional fees resulting in a net loss of $65,902. Our expenses were significantly lower for the six months ended June 30, 2009 due to the decrease in professional fees relating to the filing of a registration statement on Form S-1 in 2008.  For the period of March 26, 2007 (inception) through the period ended June 30, 2009, our expenses were $265,558 and consisted on office rent of $10,000, office expenses of $5,265, consultancy fees of $25,000 and professional fees of $225,293 for a loss of $265,341.  Capital Resources and Liquidity  At June 30, 2009, we had $27,659 in available cash on hand which is our only asset at this time. We had liabilities of $143,000 consisting of $3,000 in accounts payable and accrued expenses and a loan form a shareholder in the amount of $140,000.  Our sole officer and director, Mr. Wu, has financed our operations to date by making loans to the Company. These loans are unsecured, non-interest bearing and have no fixed terms of repayment, therefore, deemed payable on demand. Cash flow from this activity is classified as cash flows from financing activity. The total borrowing from Mr. Wu was $140,000 for the period March 26, 2007 (inception) through December 31, 2008, and $0 for the six months ended June 30, 2009.  The Company filed a registration statement on Form S-1 with the Securities and Exchange Commission to register up to 600,000 shares of common stock. The public offering price was $0.20 per share. The registration statement was declared effective on February 8, 2008. The Company completed its offering on March 14, 2008 and raised $110,000 from the sale of 550,000 shares of common stock.  During the next twelve months, we intend to use the balance of the proceeds from our offering to pay office rent for twelve months, purchase office equipment including computers and furniture, conduct market research and hire 3 or 4 employees. Working capital expenses which include accounting, legal, administrative, advertising, marketing and general office expense will be paid from the proceeds raised in our offering.  Going Concern  We incurred net losses of $4,851 for the three months ended June 30, 2009, $14,391 for the six months ended June 30, 2009, and $250,950 for the period March 26, 2007 (inception) through December 31, 2008. In addition, we had a working capital deficiency of $115,341 and a stockholders' deficiency of $115,341 at June 30, 2009. These factors raise substantial doubt about our ability to continue as a going concern.  There can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available from external sources such as debt or equity financings or other potential sources. The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force us to substantially curtail or cease operations and would, therefore, have a material adverse effect on our business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on our existing stockholders.  Need for Additional Financing  Costs associated with being a public company are much higher than those of a private company. China Northern, a new start-up in early development, has chosen public registration before the business has developed a predictable cash flow. There are present registration expenses and future legal and accounting expenses, future reporting requirements to the SEC, future exchange listing requirements, and future investor relation costs that must be borne by a public company but not by a private company. These costs can be a burdensome expense which could adversely affect our financial survival. The ongoing regulatory costs, reporting requirements, and management details, which must be met when registering and maintaining a public company, may make the economic viability of China Northern very doubtful.  20     We have no material commitments for the next twelve months. In the past we have relied on advances from our president to cover our operating costs. Management anticipates that they have sufficient capital to meet our needs through the next 12 months. However, there can be no assurances to that effect. Our need for capital may change dramatically if we acquire an interest in a business opportunity during that period. At present, we have no understandings, commitments or agreements with respect to the acquisition of any business venture, and there can be no assurance that we will identify a business venture suitable for acquisition in the future. Further, we cannot assure that we will be successful in consummating any acquisition on favorable terms or those we will be able to profitably manage any business venture we acquire. Should we require additional capital, we may seek additional advances from officers, sell common stock or find other forms of debt financing.  Critical Accounting Policies  Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (GAAP). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.  Our significant accounting policies are summarized in Note 5 of our financial statements for the quarter ended June 30, 2009. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.  Recent Accounting Pronouncements  In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification (the "Codification"). The Codification will become the source of authoritative U.S. generally accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of this Statement, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other nongrandfathered non-SEC accounting literature not included in the Codification will become nonauthoritative. This Statement is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The Management does not expect that the adoption of SFAS No. 168 would have a material effect on the Companys financial position and results of operations.  In June 2009, the FASB issued SFAS No. 167, "Amendments to FASB Interpretation No. 46(R)." SFAS No. 167, among other things, requires a qualitative rather than a quantitative analysis to determine the primary beneficiary of a variable interest entity ("VIE"); requires continuous assessments of whether an enterprise is the primary beneficiary of a VIE; enhances disclosures about an enterprise's involvement with a VIE; and amends certain guidance for determining whether an entity is a VIE. Under SFAS No. 167, a VIE must be consolidated if the enterprise has both (a) the power to direct the activities of the VIE that most significantly impact the entity's economic performance, and (b) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. SFAS No. 167 will be effective as of the beginning of each reporting entitys first annual reporting period that begins after November 15, 2009, and for interim periods within that first annual reporting period. Earlier application is prohibited. The Management does not expect that the adoption of SFAS No. 167 would have a material effect on the Companys financial position and results of operations.  In June, 2009, the FASB issued SFAS No. 166, "Accounting for Transfers of Financial Assets". SFAS No. 166 is a revision to FASB SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities", and requires more information about transfers of financial assets, including securitization transactions, and where companies have continuing exposure to the risks related to transferred financial assets. SFAS No. 166 also eliminates the concept of a "qualifying special-purpose entity", changes the requirements for derecognizing financial assets and requires additional disclosures. FASB No. 166must be applied as of the beginning of each reporting entitys first annual reporting period that begins after November 15, 2009, and for interim periods within that first annual reporting period. Earlier application is prohibited. The Management does not expect that the adoption of SFAS No. 166 would have a material effect on the Companys financial position and results of operations.  21     In May 2009, the FASB issued SFAS No. 165, "Subsequent Events." SFAS No. 165 establishes authoritative accounting and disclosure guidance for recognized and non-recognized subsequent events that occur after the balance sheet date but before financial statements are issued. SFAS No. 165 also requires disclosure of the date through which an entity has evaluated subsequent events and the basis for that date. In accordance with this Statement, an entity should apply the requirements to interim or annual financial periods ending after June 15, 2009. The adoption of SFAS No. 165 had no material impact on the Companys financial position and results of operations.  In April 2009, the FASB issued FSP FAS 141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies. This FSP requires that assets acquired and liabilities assumed in a business combination that arise from contingencies be recognized at fair value if fair value can be reasonably estimated. If fair value cannot be reasonably estimated, the asset or liability would generally be recognized in accordance with SFAS No. 5, Accounting for Contingencies and FASB Interpretation No. 14, Reasonable Estimation of the Amount of a Loss. Further, the FASB removed the subsequent accounting guidance for assets and liabilities arising from contingencies from SFAS No. 141(R). The requirements of this FSP carry forward without significant revision the guidance on contingencies of SFAS No. 141, Business Combinations, which was superseded by SFAS No. 141(R). The FSP also eliminates the requirement to disclose an estimate of the range of possible outcomes of recognized contingencies at the acquisition date. For unrecognized contingencies, the FASB requires that entities include only the disclosures required by SFAS No. 5. This FSP was adopted effective January 1, 2009. There was no impact upon adoption, and its effects on future periods will depend on the nature and significance of business combinations subject to this statement.  In April 2009, the Financial Accounting Standards Board (FASB) issued FASB Staff Position (FSP) Financial Accounting Standard (FAS) 157-4 Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly. Based on the guidance, if an entity determines that the level of activity for an asset or liability has significantly decreased and that a transaction is not orderly, further analysis of transactions or quoted prices is needed, and a significant adjustment to the transaction or quoted prices may be necessary to estimate fair value in accordance with Statement of Financial Accounting Standards (SFAS) No. 157 Fair Value Measurements. This FSP is to be applied prospectively and is effective for interim and annual periods ending after June 15, 2009 with early adoption permitted for periods ending after March 15, 2009. The adoption of this FSP did not have a material effect on the Companys financial position and results of operations.  In April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2 Recognition and Presentation of Other-Than-Temporary Impairments. The guidance applies to investments in debt securities for which other-than-temporary impairments may be recorded. If an entitys management asserts that it does not have the intent to sell a debt security and it is more likely than not that it will not have to sell the security before recovery of its cost basis, then an entity may separate other-than-temporary impairments into two components: 1) the amount related to credit losses (recorded in earnings), and 2) all other amounts (recorded in other comprehensive income). This FSP is to be applied prospectively and is effective for interim and annual periods ending after June 15, 2009 with early adoption permitted for periods ending after March 15, 2009. The adoption of these statements did not have a material effect on the Companys financial position and results of operations.  Off Balance Sheet Transactions  We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as special purpose entities (SPEs).  Item 3. Quantitative and Qualitative Disclosures About Market Risk  Not applicable because we are a smaller reporting company.  Item 4T. Controls and Procedures  a) Evaluation of Disclosure Controls. Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (Exchange Act), the Company carried out an evaluation, with the participation of the Companys management, including the Companys Chief Executive Officer (CEO) and Chief Financial Officer (CFO) (the Companys principal financial and accounting officer), of the effectiveness of the Companys disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Companys CEO and CFO concluded that the Companys disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to the Companys management, including the Companys CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.  (b) Changes in internal control over financial reporting. There have been no changes in our internal control over financial reporting that occurred during the last quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.  22     PART II - OTHER INFORMATION  Item 1. Legal Proceedings.  We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.  Item 1A. Risk Factors  Not applicable because we are a smaller reporting company.  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.  None.  Item 5. Other Information.  None  Item 6. Exhibits.  31.1 Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer 32.1 Section 1350 Certification of Chief Executive Officer and Chief Financial Officer  23     SIGNATURES  Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.  CHINA NORTHERN MEDICAL DEVICE, INC.Date: August 4, 2009By:/s/ Jinzhao WuJinzhao WuPresident, Chief Executive Officer,
Principal Accounting Officer   24