UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





FORM
      10-QSB





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





For
      the
      quarter ended March 31, 2008





࿠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 small business issuer as specified in its charter)





Delaware
            
            98-0534701(State
                of incorporation)
            
            (IRS
                Employer ID Number)





12
      Shaar
      Hagai Street


Haifa,
      Israel 34554


(Address
      of principal executive offices)





011-972-
      544-982397


(Issuer's
      telephone number)





________________________________________________________________


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





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 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 o No o





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





Number
      of
      shares of common stock outstanding as of May 7, 2008: 13,525,000 shares
      of
      common stock.





Transitional
      Small Business Format Yes oNo o










**TABLE
      OF CONTENTS**





PagePART
                IItem
                1. Financial Statements
            F-1Item
                2. Management’s Discussion and Analysis or Plan of
                Operation
            3Item
                3 Controls and Procedures
            5PART
                IIItem
                1. Legal Proceedings
            5Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            5Item
                3. Defaults Upon Senior Securities
            6Item
                4. Submission of Matters to a Vote of Security Holders
            6Item
                5. Other Information
            6Item
                6. Exhibits
            6Signatures
            7




2




**PART
      I**


**FINANCIAL
      INFORMATION**





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





**CARDIO
      VASCULAR MEDICAL DEVICE CORP.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**INDEX
      TO FINANCIAL STATEMENTS**


**MARCH
      31, 2008**


**(Unaudited)**




Financial
                Statements-Balance
                Sheet as of March 31, 2008
            F-2Statements
                of Operations for the Three Months EndedMarch
                31, 2008, and Cumulative from Inception
            F-3Statements
                of Cash Flows for the Three Months EndedMarch
                31, 2008, and Cumulative from Inception
            F-4Notes
                to Financial Statements March 31, 2008
            F-5





F-1




**CARDIO
      VASCULAR MEDICAL DEVICE CORP.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**BALANCE
      SHEET (NOTE 2)**


**AS
      OF MARCH 31, 2008**


**(Unaudited)**





**2008****ASSETS****Current
                Assets:**Cash
                in bank
            
            $
            133Total
                current assets
            
            
            133**Other
                Assets:**Patent,
                net of accumulated amortization of $213
            
            
            4,787Total
                other assets
            
            
            4,787**Total
                Assets**
            
            $
            4,920**LIABILITIES
                AND STOCKHOLDERS' (DEFICIT)****Current
                Liabilities:**Accrued
                liabilities
            
            $
            10,050Due
                to related party - Director and Stockholder
            
            
            5,000Total
                current liabilities
            
            
            15,050**Long-term
                Debt:**Royalty
                obligation payable to a Director and stockholder
            
            
            5,000Total
                long-term debt
            
            
            5,000Total
                liabilities
            
            
            20,050**Commitments
                and Contingencies****Stockholders'
                (Deficit):**Common
                stock, par value $0.0001 per share, 200,000,000 sharesauthorized;
                13,525,000 shares issued and outstanding
            
            
            1,353Additional
                paid-in capital
            
            
            90,062(Deficit)
                accumulated during the development stage
            
            
            (106,545
            )Total
                stockholders' (deficit)
            
            
            (15,130
            )**Total
                Liabilities and Stockholders' (Deficit)**
            
            $
            4,920





The
      accompanying notes to financial statements are


an
      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 ENDED MARCH 31, 2008, AND CUMULATIVE**


**FROM
      INCEPTION (APRIL 26, 2007) THROUGH MARCH 31, 2008**


**(Unaudited)**





**Three****Months Ended**
            
            **Cumulative****March 31,**
            
            **From****2008**
            
            **Inception****Revenues**
            
            $
            -
            
            $
            -**Expenses:**General
                and administrative-Consulting
                fees
            
            
            -
            
            
            67,585Professional
                fees - Related party
            
            
            1,500
            
            
            14,950Transfer
                agent fees
            
            
            550
            
            
            7,378Legal
                fees
            
            
            3,100
            
            
            5,490Accounting
                and review fees
            
            
            3,000
            
            
            3,000Bank
                charges
            
            
            210
            
            
            2,825SEC
                and other filing fees
            
            
            -
            
            
            2,602Other
            
            
            -
            
            
            2,022Consulting
                fees paid by issued shares
            
            
            -
            
            
            525Amortization
            
            
            64
            
            
            213Total
                general and administrative expenses
            
            
            8,424
            
            
            106,590**(Loss)
                from Operations**
            
            
            (8,424
            )
            
            (106,590
            )**Other
                Income**Interest
                income
            
            
            -
            
            
            45Total
                other income
            
            
            -
            
            
            45**Provision
                for income taxes**
            
            
            -
            
            
            -**Net
                (Loss)**
            
            $
            (8,424
            )
            $
            (106,545
            )**(Loss)
                Per Common Share:**(Loss)
                per common share - Basic and Diluted
            
            $
            (0.00
            )**Weighted
                Average Number of Common Shares****Outstanding
                - Basic and Diluted**
            
            
            13,525,000





The
      accompanying notes to financial statements are


an
      integral part of these statements.




F-3





**CARDIO
      VASCULAR MEDICAL DEVICE CORP.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**STATEMENTS
      OF CASH FLOWS (NOTE 2)**


**FOR
      THE THREE MONTHS ENDED MARCH 31, 2008, AND CUMULATIVE FROM**


**INCEPTION
      (APRIL 26, 2007) THROUGH MARCH 31, 2008**


**(Unaudited)**





**Three****Months Ended**
            
            **Cumulative****March 31,**
            
            **From****2008**
            
            **Inception****Operating
                Activities:**Net
                (loss)
            
            $
            (8,424
            )
            $
            (106,545
            )Adjustments
                to reconcile net (loss) to net cash(used
                in) operating activities:Issuance
                of common stock for services rendered
            
            
            -
            
            
            525Amortization
            
            
            64
            
            
            213Changes
                in net liabilities-Accrued
                liabilities
            
            
            1,243
            
            
            10,050**Net
                Cash (Used in) Operating Activities**
            
            
            (7,117
            )
            
            (95,757
            )**Investing
                Activities:**Investing
                activities
            
            
            -
            
            
            -**Net
                Cash Provided by Investing Activities**
            
            
            -
            
            
            -**Financing
                Activities:**Due
                to related party - Director and stockholder
            
            
            5,000
            
            
            44,000Payments
                to related party - Director and stockholder
            
            
            -
            
            
            (39,000
            )Common
                stock issued for cash
            
            
            -
            
            
            110,890Deferred
                offering costs
            
            
            -
            
            
            (20,000
            )**Net
                Cash Provided by Financing Activities**
            
            
            5,000
            
            
            95,890**Net
                Increase (Decrease) in Cash**
            
            
            (2,117
            )
            
            133**Cash
                - Beginning of Period**
            
            
            2,250
            
            
            -**Cash
                - End of Period**
            
            $
            133
            
            $
            133**Supplemental
                Disclosure of Cash Flow Information:**Cash
                paid during the period for:Interest
            
            $
            -
            
            $
            -Income
                taxes
            
            $
            -
            
            $
            -





On
      May
      28, 2007, the Company acquired by assignment a United States patent named
      Maneuverable Coiled Guidewire from a Director and stockholder. Under Staff
      Accounting Bulletin Topic 5G, " *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, determined under accounting principles
      generally 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 are


an
      integral part of these statements. ****




F-4




**CARDIO
      VASCULAR MEDICAL DEVICE CORP.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO FINANCIAL STATEMENTS**


**MARCH
      31, 2008**


**(Unaudited)**





**(1)**  **Summary
      of Significant Accounting Policies**





*Basis
      of Presentation and Organization*





Cardio
      Vascular Medical Device Corp. (the “Company”) 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 (“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 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 $0.001 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 March 31, 2008, and for the
      three months then ended, 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 March 31, 2008, and the
      results of its operations and its cash flows for the three months ended March
      31, 2008, 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**


**MARCH
      31, 2008**


**(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 realized 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**


**MARCH
      31, 2008**


**(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 March 31, 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 March 31, 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 bases of certain assets
      and liabilities for income tax and financial reporting purposes. The deferred
      tax assets and liabilities are classified according to the financial statement
      classification of the assets and liabilities generating the
      differences.





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





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





*Fair
      Value of Financial Instruments*





The
      Company estimates the fair value of financial instruments using the available
      market information and valuation methods. Considerable judgment is required
      in
      estimating fair value. Accordingly, the estimates of fair value may not be
      indicative of the amounts the Company could realize in a current market
      exchange. As of March 31, 2008, the carrying value of the Company’s financial
      instruments approximated fair value due to their short-term nature and
      maturity.




F-7




**CARDIO
      VASCULAR MEDICAL DEVICE CORP.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO FINANCIAL STATEMENTS**


**MARCH
      31, 2008**


**(Unaudited)**





*Estimates*





The
      financial statements are prepared on the basis of accounting principles
      generally accepted in the United States of America. The preparation of financial
      statements in conformity with generally accepted accounting principles requires
      management to make estimates and assumptions that affect the reported amounts
      of
      assets and liabilities as of March 31, 2008, and revenues and expenses for
      the
      period ended March 31, 2008, 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 March 31, 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
      able to 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.





The
      accompanying financial statements have been prepared in conformity with
      accounting principles generally accepted in the United States of America, which
      contemplate continuation of the Company as a going concern. The Company has
      incurred an operating loss since inception, had negative working capital as
      of
      March 31, 2008, and the cash resources of the Company were insufficient to
      meet
      its planned business objectives. These and other factors raise substantial
      doubt
      about the Company’s ability to continue as a going concern. The accompanying
      financial statements do not include any adjustments to reflect the possible
      future effects on the recoverability and classification of assets or the amounts
      and classification of liabilities that may result from the possible inability
      of
      the Company to continue as a going concern.




F-8




**CARDIO
      VASCULAR MEDICAL DEVICE CORP.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO FINANCIAL STATEMENTS**


**MARCH
      31, 2008**


**(Unaudited)**





**(3)**  **Patent
      Rights**





On
      May
      28, 2007, the Company acquired by assignment 100 percent of all rights, title,
      and interest to a United States patent owned by a Director and stockholder
      of
      the Company in exchange for the Company’s commitment to payments of one half
      percent of all future revenues received from the exploitation of the patent
      as
      royalties to the Director and stockholder. The patent was originally issued
      by
      the United States Patent and Trademark Office on November 28, 2006. The
      assignment of the patent by a Director and stockholder of the Company to the
      Company was recorded with the United States Patent and Trademark Office on
      June
      5, 2007. The historical cost of the patent to the Director and stockholder
      in
      the amount of $5,000 is reflected on the accompanying balance sheet of the
      Company as the cost of the patent and a long-term royalty obligation due to
      a
      Director and stockholder. The Company recorded amortization of the cost of
      the
      patent in the amount of $64 for the period ended March 31, 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 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 $0.001 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


**(5)**  **Income
        Taxes**
 
 The
        provision (benefit) for income taxes for the period ended March 31, 2008,
        was as
        follows (using a 23.7 percent effective Federal and state income tax
        rate):


**CARDIO
      VASCULAR MEDICAL DEVICE CORP.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO FINANCIAL STATEMENTS**


**MARCH
      31, 2008**


**(Unaudited)**





**2008**Current
                Tax Provision:Federal
                and state-Taxable
                income
            
            $
            -Total
                current tax provision
            
            $
            -Deferred
                Tax Provision:Federal
                and state-Loss
                carryforwards
            
            $
            1,996Change
                in valuation allowance
            
            
            (1,996
            )Total
                deferred tax provision
            
            $
            -





The
      Company had deferred income tax assets as of March 31, 2008, as
      follows:





**2008**Loss
                carryforwards
            
            $
            25,251Less
                - Valuation allowance
            
            
            (25,251
            )Total
                net deferred tax assets
            
            $
            -





As
      of
      March 31, 2008, the Company had net operating loss carryforwards for income
      tax
      reporting purposes of approximately $106,545 that may be offset against future
      taxable income. The net operating loss carryforwards expire in the year 2027.
      Current tax laws limit the amount of loss available to be offset against future
      taxable income when a substantial change in ownership occurs or a change in
      the
      nature of the business. Therefore, the amount available to offset future taxable
      income may
      be
      limited. No tax benefit has been reported in the financial statements for the
      realization of loss carryforwards, as the Company believes there is high
      probability that the carryforwards will not be utilized in the foreseeable future. Accordingly,
      the
      potential tax benefits of the loss carryforwards are offset by a valuation
      allowance of the same amount.




**(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 patent, a United States patent pertaining to a Maneuverable
      Coiled Guidewire. The historical cost of the patent to the Director and
      stockholder in the amount of $5,000 is reflected on the accompanying balance
      sheet of the Company as the cost of the patent and a long-term royalty
      obligation due to a Director and stockholder.





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




F-10




**CARDIO
      VASCULAR MEDICAL DEVICE CORP.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO FINANCIAL STATEMENTS**


**MARCH
      31, 2008**


**(Unaudited)**





For
      the
      period from September 28, 2007, through November 11, 2007, the Company had
      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
      March 31, 2008, the Company owed to a Director and stockholder $5,000 that
      he
      loaned to the Company. The loan was provided for working capital purposes,
      is
      unsecured, non-interest bearing, and has no terms for repayment.





**(7)**  **Recent
      Accounting Pronouncements**





In
      February 2007, the FASB issued SFAS No. 159, “ *The
      Fair Value Option for Financial Assets and Liabilities* ”
(“SFAS
      No. 159”), which permits entities to measure many financial instruments and
      certain other items at fair value that are not currently required to be measured
      at fair value. An entity would report unrealized gains and losses on items
      for
      which the fair value option had been elected in earnings at each subsequent
      reporting date. The objective is to improve financial reporting by providing
      entities with the opportunity to mitigate volatility in reported earrings caused
      by measuring related assets and liabilities differently without having to apply
      complex hedge accounting provisions. The decision about whether to elect the
      fair value option is applied instrument by instrument, with a few exceptions;
      the decision is irrevocable; and it is applied only to entire instruments and
      not to portions of instruments. The statement requires disclosures that
      facilitate comparisons (a) between entities that choose different measurement
      attributes for similar assets and liabilities and (b) between assets and
      liabilities in the financial statements of an entity that selects different
      measurement attributes for similar assets and liabilities. SFAS No. 159 is
      effective for financial statements issued for fiscal years beginning after
      November 15, 2007. Early adoption is permitted as of the beginning of a fiscal
      year provided the entity also elects to apply the provisions of SFAS No. 157.
      Upon implementation, an entity shall report the effect of the first
      re-measurement to fair value as a cumulative-effect adjustment to the opening
      balance of retained earnings. Since the provisions of SFAS No. 159 are applied
      prospectively, any potential impact will depend on the instruments selected
      for
      fair value measurement at the time of implementation. The management of the
      Company is of the opinion that the adoption of this new pronouncement will
      not
      have an impact on its financial statements.





In
      December 2007, the FASB issued SFAS No. 160, *“Noncontrolling
      Interests in Consolidated Financial Statements – an amendment of ARB No. 51”* (“SFAS
      No. 160”), ** which
      establishes accounting and reporting standards to improve the relevance,
      comparability, and transparency of financial information in its consolidated
      financial statements. This is accomplished by requiring all entities, except
      not-for-profit organizations, that prepare consolidated financial statements
      to
      (a) clearly identify, label, and present ownership interests in subsidiaries
      held by parties other than the parent in the consolidated statement of financial
      position within equity, but separate from the parent’s equity; (b) clearly
      identify and present both the parent’s and the noncontrolling’s interest
      attributable consolidated net income on the face of the consolidated statement
      of income; (c) consistently account for changes in parent’s ownership interest
      while the parent retains it controlling financial interest in subsidiary and
      for
      all transactions that are economically similar to be accounted for similarly;
      (d) measure of any gain, loss, or retained noncontrolling equity at fair value
      after a subsidiary is deconsolidated; and (e) provide sufficient disclosures
      that clearly identify and distinguish between the interests of the parent and
      the interests of the noncontrolling owners. This statement also clarifies that
      a
      noncontrolling interest in a subsidiary is an ownership interest in the
      consolidated entity that should be reported as equity in the consolidated
      financial statements. SFAS No. 160 is effective for fiscal years and interim
      periods on or after December 15, 2008. 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**
 **MARCH
        31, 2008**
 **(Unaudited)**


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.





**(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 12 months for $10,000. As of 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-12
 
  **Item
        2.**  **Management’s
        Discussion and Analysis or Plan of Operations.**
 
 As
        used
        in this Form 10-QSB, references to the “Cardio Vascular,” Company,” “we,” “our,”
or “us” refer to Cardio Vascular Medical Device Corp. unless the context
        otherwise indicates.
 
 **Forward-Looking
        Statements**
 
 The
        following discussion should be read in conjunction with our financial
        statements, which are included elsewhere in this Form 10-QSB (the “Report”).
        This Report contains forward-looking statements which relate to future events
        or
        our future financial performance. In some cases, you can identify
        forward-looking statements by terminology such as “may,” “should,” “expects,”
“plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or
“continue” or the negative of these terms or other comparable terminology. These
        statements are only predictions and involve known and unknown risks,
        uncertainties, and other factors that may cause our or our industry’s actual
        results, levels of activity, performance or achievements to be materially
        different from any future results, levels of activity, performance, or
        achievements expressed or implied by these forward-looking
        statements.
 
 For
        a
        description of such risks and uncertainties refer to our Registration Statement
        on Form SB-2 and our Annual Report on 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.
  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% from revenues derived from the sale and/or
          licensing and/or manufacturing of the related patent. On such a date, we
          entered
          into a Patent Transfer and Sale Agreement with Benny Gaber, our President
          and
          Director, pursuant to which Mr. Gaber assigned to us all of his rights,
          title,
          and interest in the patent and other intellectual property rights related
          thereto. The assignment was recorded with the United States Patent and
          Trademark
          Office on June 5, 2007.
  3
  The
        invention is characterized by a maneuverable-coiled guidewire. A guidewire
        is a
        slender flexible metal wire with a very soft tip (usually made of a coil)
        that
        can be bent prior to the insertion into the arteries. The surgeon, by twirling
        and manipulating it back and forth, tries to insert the tip into the desired
        branch when in a bifurcation. The invention is based on the “Buckling” theory in
        which the tip is bent according to the force applied to it. Our principal
        business plan is to develop a prototype and then manufacture and market the
        product and/or seek third-party entities interested in licensing the rights
        to
        manufacture our product. We have not yet approached or spoken with any such
        potential partners or licensees.
  Once
        a
        valid prototype is working the Company will apply for an IRB (an approval
        by the
        Helsinki Committee) to start conducting trials in medical clinics and/or
        hospitals. Based on the results of these trials, the Company, in conjunction
        with the third party manufacturers will apply for FDA approval (501k). Once
        FDA
        approval is received, the Company will seek to license the related technology
        to
        medical companies, strategic partners and/or manufacture the products for
        medical clinics and/or hospitals.
  **Plan
        of Operation**
  Since
        our
        inception, we have not generated any revenues and do not expect to generate
        any
        revenues over the next 12 months. Our principal business objective for the
        next 12 months will be to successfully develop a working prototype. We will
        rely on third parties to develop a prototype and to work with us to manufacture
        the product. If our manufacturing and distribution agreements are not
        satisfactory, we may not be able to develop or commercialize our device as
        planned. In addition, we may not be able to contract with third parties to
        manufacture our device in an economical manner. Furthermore, third-party
        manufacturers may not adequately perform their obligations, which may impair
        our
        competitive position. If a manufacturer fails to perform, we could experience
        significant time delays or we may be unable to commercialize or continue
        to
        market our maneuverable-coiled guidewire device.
 
 **Going
        Concern Consideration**
 
 The
        financial statements contained herein for the fiscal quarter ended March
        31,
        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 Registration Statement on Form SB-2 (Registration No. 333-145)
        for the period ended June 30, 2007, and in our Annual Report on Form 10-KSB
        for
        the period ended December 31, 2007, contain additional note disclosures
        describing the circumstances that lead to this disclosure by our registered
        independent auditors.
 
 **Liquidity
        and Capital Resources**
  As
        of
        March 31, 2008, we had $133 in cash. The Company incurred net losses of $8,424
        for the fiscal quarter ended March 31, 2008. 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 raise funds for the above purposes
        will have a severe negative impact on its ability to remain a viable company.
        The Company is however seeking additional equity financing from certain
        financial institutions to enable its continuance with its proposed business
        plan.
  4
  **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.**  **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 have
        reviewed the effectiveness of our "disclosure controls and procedures" (as
        defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c))
        within the end of the period covered by this Quarterly Report on Form 10-QSB
        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. There were no significant changes
        in our internal controls or in other factors that could significantly affect
        these controls subsequent to the last day they were evaluated by our principal
        executive and financial officer.
 
 **Changes
        in Internal Controls over Financial Reporting**
 
 There
        have been no changes in the Company's internal control over financial reporting
        during the last quarterly period covered by this Report that have materially
        affected, or are reasonably likely to materially affect, the Company's 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% 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
        2.**  **Unregistered
        Sales of Equity Securities and Use of Proceeds.**
 
 **Unregistered
        Sales of Equity Securities**
 
 None.
  5
  **Purchases
        of equity securities by the issuer and affiliated
        purchasers**
 
 None.
 
 **Use
        of Proceeds**
 
 None
  **Item
        3.**  **Defaults
        Upon Senior Securities.**
 
 None.
 
 **Item
        4.**  **Submission
        of Matters to a Vote of Security Holders.**
 
 There
        was
        no matter submitted to a vote of security holders during the fiscal quarter
        ended March 31, 2008.
 
 **Item
        5.**  **Other
        Information.**
 
 None
  **Item
        6.**  **Exhibits**
 
 Exhibit
                No.
              
              Description31.1
              
              Rule
                  13a-14(a)/15d14(a) Certifications of Benny Gaber, the President,
                  Chief
                  Executive Officer, and Director (Attached Hereto)31.2
              
              Rule
                  13a-14(a)/15d14(a) Certifications of Lavi Krasney, the Secretary,
                  Treasurer, and Director(Attached Hereto)32.1
              
              Section
                  1350 Certifications of Benny Gaber, the President, Chief Executive
                  Officer, and Director(Attached Hereto)32.2
              
              Section
                  1350 Certifications of Lavi Krasney, the Secretary, Treasurer,
                  and
                  Director (Attached Hereto)
 
 6
  **SIGNATURES**
 
 In
        accordance with the requirements of the Exchange Act, the Registrant caused
        this
        Report to be signed on its behalf by the undersigned, thereunto duly
        authorized.
 
 **CARDIO
                  VASCULAR MEDICAL****DEVICE
                  CORP.**Dated: May
                  7, 2008
              By:
              /s/
                  Benny GaberTitle:
              President,
                  Chief Executive Officer, andDirector
                  (Principal Executive Officer)By:
              /s/
                  Lavi KrasneyName:
              Lavi
                  KrasneyTitle:
              Secretary,
                  Treasurer, and Director(Principal
                  Financial and Accounting Officer)
 
 7