UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q/A





x
            AMENDMENT
      NO.1 TO QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934





For the
quarter ended June 30, 2009





 ̈
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934





For the
transition period from _____ to _____





Commission
File Number: 000-52818





CARDIO VASCULAR MEDICAL
DEVICE CORP.


(Exact
name of Registrant as specified in its charter)





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





12 Shaar
Hagai Street


Haifa,
Israel 34554


(Address
of principal executive offices)





011-972-
544-982397


(Registrant’s
telephone number)









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





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





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





Large
      accelerated filer
             ̈
            Accelerated
      filer
             ̈Non-accelerated
      filer
             ̈
            Smaller
      reporting company
            x


(Do not
check if a smaller reporting company)





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





As
of  July 24, 2009, there were 67,700,000 shares of common
stock, par value $0.0001 per share, outstanding.








EXPLANATORY
NOTE
 
 We are
filing this Amendment to our Quarterly Report on Form 10-Q/A for the period
ended June 30, 2009, in order to correct the presentation of the number of
shares of common stock subscribed as of June 30, 2009, from 11,000,000 shares to
13,600,000 shares, and the price of such related shares from $0.0025 to
$0.002.  As a result of this correction, we have (1) amended the
financial statements and related notes, and (2) all other related areas of the
report.




TABLE
OF CONTENTS





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





2





PART
I


FINANCIAL
INFORMATION





Item
1. Financial Statements.




C ARDIO VASCULAR MEDICAL DEVICE
CORP.


(A
DEVELOPMENT STAGE COMPANY)


INDEX
TO INTERIM FINANCIAL STATEMENTS


JUNE
30, 2009, AND 2008


(Unaudited)





Interim
      Financial Statements-Balance
      Sheets as of June 30, 2009, and December 31, 2008
            F-2Statements
      of Operations for the Three and Six Months Ended June 30, 2009, and 2008,
      and Cumulative from Inception
            F-3Statements
      of Cash Flows for the Six Months Ended June 30, 2009, and 2008, and
      Cumulative from Inception
            F-4Notes
      to Interim Financial Statements June 30, 2009, and 2008
            F-5





F-1




CARDIO
VASCULAR MEDICAL DEVICE CORP.


(A
DEVELOPMENT STAGE COMPANY)


BALANCE
SHEETS (NOTE 2)


AS
OF JUNE 30, 2009, AND DECEMBER 31, 2008


(Unaudited)





June 30,
            
            
            December 31,2009
            
            
            2008ASSETSCurrent
      Assets:Cash
      in bank
            
            $
            707
            
            
            $
            1,022Total
      current assets
            
            
            707
            
            
            
            1,022Other Assets:Patent
      (net of accumulated amortization of $533 and $405 in 2009 and 2008,
      respectively)
            
            
            4,467
            
            
            
            4,595Total
      other assets
            
            
            4,467
            
            
            
            4,595Total
      Assets
            
            $
            5,174
            
            
            $
            5,617LIABILITIES AND STOCKHOLDERS'
      (DEFICIT)Current
      Liabilities:Accounts
      payable - Trade
            
            $
            4,449
            
            
            $
            -Accrued
      liabilities
            
            
            4,000
            
            
            
            16,449Due
      to related parties
            
            
            55,760
            
            
            
            32,260Total
      current liabilities
            
            
            64,209
            
            
            
            48,709Long-term
      Debt:Royalty
      obligation payable to a Director and stockholder
            
            
            5,000
            
            
            
            5,000Total
      long-term debt
            
            
            5,000
            
            
            
            5,000Total
      liabilities
            
            
            69,209
            
            
            
            53,709Commitments
      and ContingenciesStockholders'
      (Deficit):Common
      stock, par value $0.0001 per share, 200,000,000 shares authorized;
      54,100,000 shares issued and outstanding in 2009, and 2008,
      respectively
            
            
            5,410
            
            
            
            5,410Additional
      paid-in capital
            
            
            86,005
            
            
            
            86,005Common
      stock subscribed - 13,600,000 and nil shares in 2009, and 2008,
      respectively
            
            
            27,500
            
            
            
            -Less
      - Stock subscriptions receivable
            
            
            (27,500
            )
            
            
            -(Deficit)
      accumulated during the development stage
            
            
            (155,450
            )
            
            
            (139,507
            )Total
      stockholders' (deficit)
            
            
            (64,035
            )
            
            
            (48,092
            )Total
      Liabilities and Stockholders' (Deficit)
            
            $
            5,174
            
            
            $
            5,617





The
accompanying notes to interim financial statements are


an
integral part of these balance sheets.





F-2




CARDIO
VASCULAR MEDICAL DEVICE CORP.


(A
DEVELOPMENT STAGE COMPANY)


STATEMENTS
OF OPERATIONS (NOTE 2)


FOR
THE THREE AND SIX MONTHS ENDED JUNE 30, 2009, AND 2008,


AND
CUMULATIVE FROM INCEPTION (APRIL 26, 2007) THROUGH JUNE 30, 2009


(Unaudited)





Three Months Ended
            
            
            Six Months Ended
            
            
            CumulativeJune 30,
            
            
            June 30,
            
            
            From2009
            
            
            2008
            
            
            2009
            
            
            2008
            
            
            InceptionRevenues
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -Expenses:General
      and administrative-Consulting
      fees - Related party
            
            
            3,000
            
            
            
            1,000
            
            
            
            6,000
            
            
            
            2,500
            
            
            
            50,055Audit
      and accounting fees
            
            
            4,000
            
            
            
            3,000
            
            
            
            8,000
            
            
            
            6,000
            
            
            
            39,950Consulting
      fees
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            32,530Transfer
      agent fees
            
            
            -
            
            
            
            146
            
            
            
            1,664
            
            
            
            696
            
            
            
            10,947Legal
      fees
            
            
            -
            
            
            
            1,500
            
            
            
            -
            
            
            
            4,600
            
            
            
            8,490SEC
      and other filing fees
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            6,254Bank
      charges
            
            
            89
            
            
            
            175
            
            
            
            151
            
            
            
            385
            
            
            
            3,549Other
            
            
            -
            
            
            
            440
            
            
            
            -
            
            
            
            440
            
            
            
            2,662Amortization
            
            
            64
            
            
            
            64
            
            
            
            128
            
            
            
            128
            
            
            
            533Stock
      issued for services
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            525Total
      general and administrative expenses
            
            
            7,153
            
            
            
            6,325
            
            
            
            15,943
            
            
            
            14,749
            
            
            
            155,495(Loss)
      from Operations
            
            
            (7,153
            )
            
            
            (6,325
            )
            
            
            (15,943
            )
            
            
            (14,749
            )
            
            
            (155,495
            )Other
      Income:Interest
      income
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            45Total
      other income
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            45Provision
      for Income Taxes
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Net
      (Loss)
            
            $
            (7,153
            )
            
            $
            (6,325
            )
            
            $
            (15,943
            )
            
            $
            (14,749
            )
            
            $
            (155,450
            )(Loss)
      Per Common Share:(Loss)
      per common share - Basic and Diluted
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            $
            (0.00
            )Weighted
      Average Number of Common Shares Outstanding - Basic and
      Diluted
            
            
            54,100,000
            
            
            
            54,100,000
            
            
            
            54,100,000
            
            
            
            54,100,000





The
accompanying notes to interim 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 SIX MONTHS ENDED JUNE 30, 2009, AND 2008,


AND
CUMULATIVE FROM INCEPTION (APRIL 26, 2007) THROUGH JUNE 30, 2009


(Unaudited)





Six
      Months Ended
            
            
            CumulativeJune
      30,
            
            
            From2009
            
            
            2008
            
            
            InceptionOperating
      Activities:Net
      (loss)
            
            $
            (15,943
            )
            
            $
            (14,749
            )
            
            $
            (155,450
            )Adjustments
      to reconcile net (loss) to net cash (used in) operating
      activities:Issuance
      of common stock for services rendered
            
            
            -
            
            
            
            -
            
            
            
            525Amortization
            
            
            128
            
            
            
            128
            
            
            
            533Changes
      in net liabilities-Accounts
      payable - Trade
            
            
            4,449
            
            
            
            -
            
            
            
            4,449Accrued
      liabilities
            
            
            (5,449
            )
            
            
            (1,307
            )
            
            
            4,000Net
      Cash (Used in) Operating Activities
            
            
            (16,815
            )
            
            
            (15,928
            )
            
            
            (145,943
            )Investing
      Activities:Investing
      activities
            
            
            -
            
            
            
            -
            
            
            
            -Net
      Cash Provided by Investing Activities
            
            
            -
            
            
            
            -
            
            
            
            -Financing
      Activities:Proceeds
      from loans from related parties
            
            
            22,500
            
            
            
            14,300
            
            
            
            100,760Payments
      on loan from related party
            
            
            (6,000
            )
            
            
            -
            
            
            
            (45,000
            )Common
      stock issued for cash
            
            
            -
            
            
            
            -
            
            
            
            110,890Deferred
      offering costs
            
            
            -
            
            
            
            -
            
            
            
            (20,000
            )Net
      Cash Provided by Financing Activities
            
            
            16,500
            
            
            
            14,300
            
            
            
            146,650Net
      Increase (Decrease) in Cash
            
            
            (315
            )
            
            
            (1,628
            )
            
            
            707Cash
      - Beginning of Period
            
            
            1,022
            
            
            
            2,250
            
            
            
            -Cash
      - End of Period
            
            $
            707
            
            
            $
            622
            
            
            $
            707Supplemental
      Disclosure of Cash Flow Information:Cash
      paid during the period for:Interest
            
            $
            -
            
            
            $
            -
            
            
            $
            -Income
      taxes
            
            $
            -
            
            
            $
            -
            
            
            $
            -





On May
28, 2007, the Company acquired by assignment a United States patent named
Maneuverable Coiled Guidewire from a Director and stockholder.  Under
Staff Accounting Bulletin Topic 5G, " Transfer of Nonmonetary Assets by Promoters and
Shareholders," the Company recorded the transaction as a royalty
obligation payable at the Director and stockholder's historical cost basis,
determined under accounting principles generally accepted in United States of
America in the amount of $5,000.





On
September 24, 2007, the Company issued 25,000 shares of common stock in payment
of consulting fees of $525.





The
accompanying notes to interim financial statements are


an
integral part of these statements .





F-4





CARDIO
VASCULAR MEDICAL DEVICE CORP.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO INTERIM FINANCIAL STATEMENTS


JUNE
30, 2009, AND 2008


(Unaudited)





(1)           Summary
of Significant Accounting Policies





Basis
of Presentation and Organization





Cardio
Vascular Medical Device Corp. (the “Company” or “Cardio Vascular”) is a Delaware
corporation in the development stage.  The Company was organized on
April 12, 2007, and incorporated under the laws of the State of Delaware on
April 26, 2007.  The business plan of the Company is to develop a
medical device application utilizing a patent pertaining to a maneuverable
coiled guidewire.  The patent’s intended use is to improve stenting
procedures in the medical field and to advance the technology related to
guidewire usage.  The Company also plans to develop a prototype of the
patent application, and then manufacture and market the product and/or seek
third-party entities interested in licensing the rights to manufacture and
market the guidewire.  The accompanying financial statements of Cardio
Vascular Medical Device Corp. were prepared from the accounts of the Company
under the accrual basis of accounting.





In
addition, in 2007, the Company commenced a capital formation activity to affect
a Registration Statement on Form SB-2 with the Securities and Exchange
Commission, and raise capital of up to $105,000 from a self-underwritten
offering of 14,000,000 (post forward stock split)  shares of newly issued
common stock in the public markets.  The Company filed the SB-2
Registration Statement with the SEC on August 28, 2007, and it was declared
effective on September 17, 2007.  On December 6, 2007, the Company
completed and closed the offering by selling 14,000,000 (post forward stock
split) registered shares of its common stock, par value of $0.0001 per share, at
an offering price of $0.00785 per share for total proceeds of
$109,890.





In June
2009, the Company began a second capital formation activity through a Private
Placement Offering (“PPO #2”), exempt from registration under the Securities Act
of 1933, to raise up to $27,500 through the issuance of 13,600,000 (post forward
stock split) shares of its common stock, par value $0.0001 per share, at an
offering price of $0.002 per share.  As of June 30, 2009, the Company
had subscribed 13,600,000 (post forward stock split) shares related to the PPO
#2 to two foreign investors, resulting in gross proceeds of
$27,500.  As of June 30, 2009, the Company declared PPO#2
closed.





Unaudited
Interim Financial Statements





The
interim financial statements of Cardio Vascular as of June 30, 2009, and
December 31, 2008, and for the three and six months ended June 30, 2009, and
2008, and cumulative from inception, are unaudited.  However, in the
opinion of management, the interim financial statements include all adjustments,
consisting only of normal recurring adjustments, necessary to present fairly the
Company’s financial position as of June 30, 2009, and December 31, 2008, and the
results of its operations and its cash flows for the three and six months ended
June 30, 2009, and 2008, and cumulative from inception.  These results
are not necessarily indicative of the results expected for the calendar year
ending December 31, 2009.  The accompanying financial statements and
notes thereto do not reflect all disclosures required under accounting
principles generally accepted in the United States of America.  Refer
to the Company’s audited financial statements as of December 31, 2008, filed
with the SEC for additional information, including significant accounting
policies.





F-5





CARDIO
VASCULAR MEDICAL DEVICE CORP.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO INTERIM FINANCIAL STATEMENTS


JUNE
30, 2009, AND 2008


(Unaudited)




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.





Revenue
Recognition





The
Company is in the development stage and has yet to realize revenues from planned
operations.  It plans to realize revenues from licensing,
manufacturing, selling, research and development, and royalty
activities.  Revenues will be recognized by major categories under the
following policies:





For
licensing activities, revenue from such agreements will be realized over the
term and under the conditions of each specific license once all contract
conditions have been met.  Payments for licensing fees are generally
received at the time the license agreements are executed, unless other terms for
delayed payment are documented and agreed to between the parties.





For
manufacturing and selling activities, revenues will be realized when the
products are delivered to customers and collection is reasonably
assured.





For
research and development activities, revenues from such agreements will be
realized as contracted services are performed or when milestones are achieved,
in accordance with the terms of specific agreements.  Advance payments
for the use of technology where further services are to be provided or fees
received on the signing of research agreements are recognized over the period of
performance of the related activities.  Amounts received in advance of
recognition will be considered as deferred revenues by the Company.





For
royalty activities, revenues will be realized once performance requirements of
the Company have been completed and collection is reasonably
assured.





Development
Costs





The
Company is in the development stage, and primarily involved in the development
of a prototype application of a patent.  When it has been determined
that a prototype can be economically developed, the costs incurred to develop
this prototype will be capitalized accordingly.  Development costs
capitalized will be amortized over the estimated useful life of the product
following attainment of commercial production or written-off to expense if the
product or project is abandoned.





Patent





The
Company obtained a United States patent from a Director and stockholder by
assignment effective June 5, 2007.  The patent was originally granted
on November 28, 2006.  Under Staff Accounting Bulletin Topic 5G, “
Transfers of Nonmonetary
Assets by Promoters and Shareholders ,” the Company recorded the
transaction as a royalty obligation payable at the Director and stockholder’s
historical cost basis in the amount of $5,000.  The historical cost of
obtaining the patent has been capitalized by the Company, and is being amortized
over a period of approximately 19.5 years.





F-6





CARDIO
VASCULAR MEDICAL DEVICE CORP.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO INTERIM FINANCIAL STATEMENTS


JUNE
30, 2009, AND 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 three and six months ended June 30,
2009, and 2008, no events or circumstances occurred for which an evaluation of
the recoverability of long-lived assets was required.





Loss
Per Common Share





Basic
loss per share is computed by dividing the net loss attributable to the common
stockholders by the weighted average number of shares of common stock
outstanding during the period.  Diluted loss per share is computed
similar to basic loss per share except that the denominator is increased to
include the number of additional common shares that would have been outstanding
if the potential common shares had been issued and if the additional common
shares were dilutive.  There were no dilutive financial instruments
issued or outstanding for the three and six months ended June 30, 2009, and
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.  For the period ended December 31, 2007, the Company
recorded $20,000 in deferred offering costs as an offset to additional paid-in
capital.





Income
Taxes





The
Company accounts for income taxes pursuant to SFAS No. 109, “ Accounting for Income Taxes”
(“SFAS No. 109”).  Under SFAS No. 109, deferred tax assets and
liabilities are determined based on temporary differences between the basis of
certain assets and liabilities for income tax and financial reporting
purposes.  The deferred tax assets and liabilities are classified
according to the financial statement classification of the assets and
liabilities generating the differences.





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





F-7





CARDIO
VASCULAR MEDICAL DEVICE CORP.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO INTERIM FINANCIAL STATEMENTS


JUNE
30, 2009, AND 2008


(Unaudited)





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 June 30, 2009, and December 31, 2008,
the carrying value of the Company’s financial instruments approximated fair
value due to their short-term nature and maturity.





Estimates





The
financial statements are prepared on the basis of accounting principles
generally accepted in the United States of America.  The preparation
of financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities as of June 30, 2009, and December 31,
2008, and expenses for the three and six months ended June 30, 2009, and 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 June 30, 2009, the Company was
incorporated, completed the assignment of a patent pertaining to a maneuverable
coiled guidewire, issued common stock for stock subscription agreements, and
commenced a capital formation activity to affect a Registration Statement on
Form SB-2 with the SEC to raise capital of up to $105,000 from a
self-underwritten offering of 14,000,000 (post forward stock split)  shares of newly issued
common stock in the public markets.  The Registration Statement on
Form SB-2 was filed with the SEC on August 28, 2007, and declared effective on
September 17, 2007.  On December 6, 2007, the Company completed the
offering of its registered common stock as explained in Note 4.





In June
2009, the Company began a second capital formation activity through a Private
Placement Offering (“PPO #2”), exempt from registration under the Securities Act
of 1933, to raise up to $27,500 through the issuance of 13,600,000 (post forward
stock split) shares of its common stock, par value $0.0001 per share, at an
offering price of $0.002 per share.  As of June 30, 2009, the Company
had subscribed 13,600,000 (post forward stock split) shares related to the PPO
#2 to two foreign investors, resulting in gross proceeds of
$27,500.  As of June 30, 2009, the Company declared PPO#2
closed.





F-8





CARDIO
VASCULAR MEDICAL DEVICE CORP.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO INTERIM FINANCIAL STATEMENTS


JUNE
30, 2009, AND 2008


(Unaudited)





While
management of the Company believes that the Company will be successful in its
planned operating activities, there can be no assurance that the Company will be
successful in the development of a prototype of its patent, commercialization of
the prototype, sale of its planned product, technology, or services that will
generate sufficient revenues to 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 June 30, 2009, and December 31, 2008, and the cash resources of
the Company were insufficient to meet its planned business
objectives.  These and other factors raise substantial doubt about the
Company’s ability to continue as a going concern.  The accompanying
financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.





(3)           Patent
Rights





On May
28, 2007, the Company acquired by assignment 100 percent of all rights, title,
and interest to a United States patent owned by a Director and stockholder of
the Company in exchange for the Company’s commitment to payments of one half
percent of all future revenues received from the exploitation of the patent as
royalties to the Director and stockholder.  The patent was originally
issued by the United States Patent and Trademark Office on November 28,
2006.  The assignment of the patent by a Director and stockholder of
the Company to the Company was recorded with the United States Patent and
Trademark Office on June 5, 2007.  The historical cost of the patent
to the Director and stockholder in the amount of $5,000 is reflected on the
accompanying balance sheet of the Company as the cost of the patent and a
long-term royalty obligation due to a Director and stockholder.  The
Company recorded amortization of the cost of the patent in the amounts of $128
and $128 for the six months ended June 30, 2009, and 2008,
respectively.





(4)           Common
Stock





On May
10, 2007, the Company issued 40,000,000 (post forward stock split) shares of
common stock valued at a price of $0.000025 per share for common stock
subscriptions receivable of $1,000.  On August 1, 2007, the Company
received $1,000 from seven stockholders of the Company in satisfaction of common
stock subscriptions receivable that were entered into on May 10,
2007.





On
September 24, 2007, the Company issued 100,000 (post forward stock split) shares
of common stock valued at $525 for transfer agent services
performed.





F-9





CARDIO
VASCULAR MEDICAL DEVICE CORP.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO INTERIM FINANCIAL STATEMENTS


JUNE
30, 2009, AND 2008


(Unaudited)





In
addition, in 2007, the Company commenced a capital formation activity to affect
a Registration Statement on Form SB-2 with the SEC, and raise capital of up to
$105,000 from a self-underwritten offering of 14,000,000 (post forward stock
split)  shares of
newly issued common stock in the public markets.  The Company filed
the SB-2 Registration Statement with the SEC on August 28, 2007, and was
declared effective on September 17, 2007.  On December 6, 2007, the
Company completed and closed the offering by selling 14,000,000 (post forward
stock split) registered shares of its common stock, par value of $0.0001 per
share, at an offering price of $0.00785 per share for total proceeds of
$109,890.  Deferred offering costs of the capital formation activity
amounted to $20,000.





On
December 30, 2008, the Company declared a 4-for-1 forward stock split of its
issued and outstanding common stock to the holders of record on that
date.  Such forward stock split was effective as of December 19,
2008.  The accompanying financial statements and related notes thereto
have been adjusted accordingly to reflect this forward stock split.





In June
2009, the Company began a second capital formation activity through a Private
Placement Offering (“PPO #2”), exempt from registration under the Securities Act
of 1933, to raise up to $27,500 through the issuance of 13,600,000 (post forward
stock split) shares of its common stock, par value $0.0001 per share, at an
offering price of $0.002 per share.  As of June 30, 2009, the Company
had subscribed 13,600,000 (post forward stock split) shares related to the PPO
#2 to two foreign investors, resulting in gross proceeds of
$27,500.  As of June 30, 2009, the Company declared PPO#2
closed.





(5)           Income
Taxes





The
provision (benefit) for income taxes for the six months ended June 30, 2009, and
2008, were as follows (using a 23.7 percent effective Federal and state income
tax rate):





Six Months EndedJune 30,2009
            
            
            2008Current
      Tax Provision:Federal
      and state-Taxable
      income
            
            $
            -
            
            
            $
            -Total
      current tax provision
            
            $
            -
            
            
            $
            -Deferred
      Tax Provision:Federal
      and state-Loss
      carryforwards
            
            $
            3,667
            
            
            $
            3,392Change
      in valuation allowance
            
            
            (3,667
            )
            
            
            (3,392
            )Total
      deferred tax provision
            
            $
            -
            
            
            $
            -





The
Company had deferred income tax assets as of June 30, 2009, and December 31,
2008, as follows:





F-10





CARDIO
VASCULAR MEDICAL DEVICE CORP.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO INTERIM FINANCIAL STATEMENTS


JUNE
30, 2009, AND 2008


(Unaudited)





As of
            
            
            As ofJune 30,
            
            
            December 31,2009
            
            
            2008Loss
      carryforwards
            
            $
            35,754
            
            
            $
            32,087Less
      - Valuation allowance
            
            
            (35,754
            )
            
            
            (32,087
            )Total
      net deferred tax assets
            
            $
            -
            
            
            $
            -





As of
June 30, 2009, and December 31, 2008, the Company had net operating loss
carryforwards for income tax reporting purposes of approximately $155,450 and
$139,507, respectively, which may be offset against future taxable
income.  The net operating loss carryforwards expire in the year
2028.  Current tax laws limit the amount of loss available to be
offset against future taxable income when a substantial change in ownership
occurs or a change in the nature of the business.  Therefore, the
amount available to offset future taxable income may be limited.





No tax
benefit has been reported in the financial statements for the realization of
loss carryforwards, as the Company believes there is high probability that the
carryforwards will not be utilized in the foreseeable
future.  Accordingly, the potential tax benefits of the loss
carryforwards are offset by a valuation allowance of the same
amount.





(6)           Related
Party Transactions





On May
28, 2007, a Director and stockholder of the Company assigned to the Company, in
exchange for the Company’s commitment to royalty payments to the Director and
stockholder of one-half percent of all future revenues received from the
exploitation of the maneuverable coiled guidewire patent. The historical cost of
the patent to the Director and stockholder in the amount of $5,000 is reflected
on the accompanying balance sheet of the Company as the cost of the patent and a
long-term royalty obligation due to a Director and stockholder.





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





For the
period from September 28, 2007, through November 11, 2007, the Company received
various working capital loans from a Director and stockholder of the Company
totaling $39,000.  The loans were repaid by the Company on December 3,
2007.





For the
six months ended June 30, 2009, and 2008, a Director and stockholder of the
Company provided consulting services valued at $6,000 and $2,500, respectively.
As of June 30, 2009 the Company owed this individual $7,000 for consulting
services rendered.





The
Company has received various working capital loans from a Directors and
stockholders of the Company.  As of June 30, 2009, the Company owed
the Directors and stockholders $29,780.  The loans are unsecured,
non-interest bearing, and have no terms for repayment.





F-11





CARDIO
VASCULAR MEDICAL DEVICE CORP.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO INTERIM FINANCIAL STATEMENTS


JUNE
30, 2009, AND 2008


(Unaudited)





The
Company has received various working capital loans from a stockholder of the
Company. As of June 30, 2009, the Company owed to a stockholder
$18,980.  The loan is unsecured, non-interest bearing, and has no
terms for repayment.





(7)           Commitments
and Contingencies





The
Company is committed to paying royalties to a Director and stockholder based on
one-half percent of all future revenues received from the exploitation of a
patent as described in Note 3 above.





On
September 17, 2007, the Company entered into a Consulting Agreement with Island
Capital Management, LLC dba Island Stock Transfer (“Island Stock Transfer”) for
consulting and advisory services.  Under the Agreement, the Company
agreed to pay to Island Stock Transfer initial fees amounting to $2,525 plus
transaction fees payable as follows:  (1) $1,000 due at the time of
execution of the Agreement, and $1,000 within 60 days; (2) the issuance of
25,000 shares of the Company’s common stock with a value of $525; and (3)
transaction fees in accordance with the fee schedule for services of Island
Stock Transfer.  The Company also has the right under the Agreement to
repurchase the 25,000 shares of common stock from Island Stock Transfer for a
period of one year for $10,000.  Prior to June 30, 2008, the Company
paid the initial fee of $2,000 for consulting and advisory services, and issued
25,000 shares of common stock for such services with a value of
$525.





(8)           Recent
Accounting Pronouncements





In March
2008, the FASB issued FASB Statement No. 161, “Disclosures about Derivative
Instruments and Hedging Activities – an amendment of FASB Statement 133” (“SFAS
No. 161”).  SFAS No. 161 enhances required disclosures regarding
derivatives and hedging activities, including enhanced disclosures regarding
how:  (a) an entity uses derivative instruments; (b) derivative
instruments and related hedged items are accounted for under SFAS No. 133,
“Accounting for Derivative Instruments and Hedging Activities”; and (c)
derivative instruments and related hedged items affect an entity’s financial
position, financial performance, and cash flows.  Specifically, SFAS
No. 161 requires:





·
            Disclosure
      of the objectives for using derivative instruments be disclosed in terms
      of underlying risk and accounting designation;·
            Disclosure
      of the fair values of derivative instruments and their gains and losses in
      a tabular format;·
            Disclosure
      of information about credit-risk-related contingent features;
      and·
            Cross-reference
      from the derivative footnote to other footnotes in which
      derivative-related information is
disclosed.





SFAS No.
161 is effective for fiscal years and interim periods beginning after November
15, 2008.  Earlier application is encouraged.  The
management of the Company does not expect the adoption of this pronouncement to
have a material impact on its financial statements.





F-12





CARDIO
VASCULAR MEDICAL DEVICE CORP.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO INTERIM FINANCIAL STATEMENTS


JUNE
30, 2009, AND 2008


(Unaudited)





In May
2008, the FASB issued FASB Statement No. 162, “The Hierarchy of Generally
Accepted Accounting Principles” (“SFAS No. 162”).  SFAS No. 162 is
intended to improve financial reporting by identifying a consistent framework,
or hierarchy, for selecting accounting principles to be used in preparing
financial statements that are presented in conformity with U.S. generally
accepted accounting principles (“GAAP”) for nongovernmental
entities.





Prior to
the issuance of SFAS No. 162, GAAP hierarchy was defined in the American
Institute of Certified Public Accountants (“AICPA”) Statement on Auditing
Standards (“SAS”) No. 69, “The Meaning of Present Fairly in Conformity with
Generally Accept Accounting Principles.”  SAS No. 69 has been
criticized because it is directed to the auditor rather than the
entity.  SFAS No. 162 addresses these issues by establishing that the
GAAP hierarchy should be directed to entities because it is the entity (not the
auditor) that is responsible for selecting accounting principles for financial
statements that are presented in conformity with GAAP.





The
sources of accounting principles that are generally accepted are categorized in
descending order as follows:





a)
            FASB
      Statements of Financial Accounting Standards and Interpretations, FASB
      Statement 133 Implementation Issues, FASB Staff Positions, and American
      Institute of Certified Public Accountants (AICPA) Accounting Research
      Bulletins and Accounting Principles Board Opinions that are not superseded
      by actions of the FASB.





b)
            FASB
      Technical Bulletins and, if cleared by the FASB, AICPA Industry Audit and
      Accounting Guides and Statements of
Position.





c)
            AICPA
      Accounting Standards Executive Committee Practice Bulletins that have been
      cleared by the FASB, consensus positions of the FASB Emerging Issues Task
      Force (EITF), and the Topics discussed in Appendix D of EITF Abstracts
      (EITF D-Topics).





d)
            Implementation
      guides (Q&As) published by the FASB staff, AICPA Accounting
      Interpretations, AICPA Industry Audit and Accounting Guides and Statements
      of Position not cleared by the FASB, and practices that are widely
      recognized and prevalent either generally or in the
    industry.





SFAS No.
162 is effective 60 days following the SEC’s approval of the Public Company
Accounting Oversight Board amendment to its authoritative
literature.  It is only effective for nongovernmental entities;
therefore, the GAAP hierarchy will remain in SAS 69 for state and local
governmental entities and federal governmental entities.  The
management of the Company does not expect the adoption of this pronouncement to
have a material impact on its financial statements.





In May
2008, the FASB issued FASB Statement No. 163, “Accounting for Financial
Guarantee Insurance Contracts – an Interpretation of FASB Statement No. 60”
(“SFAS No. 163”).  SFAS No. 163 clarifies how FASB Statement No. 60,
“Accounting and Reporting by Insurance Enterprises” (“SFAS No. 60”), applies to
financial guarantee insurance contracts issued by insurance enterprises,
including the recognition and measurement of premium revenue and claim
liabilities.  It also requires expanded disclosures about financial
guarantee insurance contracts.





F-13





CARDIO
VASCULAR MEDICAL DEVICE CORP.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO INTERIM FINANCIAL STATEMENTS


JUNE
30, 2009, AND 2008


(Unaudited)





The
accounting and disclosure requirements of SFAS No. 163 are intended to improve
the comparability and quality of information provided to users of financial
statements by creating consistency.  Diversity exists in practice in
accounting for financial guarantee insurance contracts by insurance enterprises
under SFAS No. 60, “Accounting and Reporting by Insurance
Enterprises.”  That diversity results in inconsistencies in the
recognition and measurement of claim liabilities because of differing views
about when a loss has been incurred under FASB Statement No. 5, “Accounting for
Contingencies” (“SFAS No. 5”).  SFAS No. 163 requires that an
insurance enterprise recognize a claim liability prior to an event of default
when there is evidence that credit deterioration has occurred in an insured
financial obligation.  It also requires disclosure about (a) the
risk-management activities used by an insurance enterprise to evaluate credit
deterioration in its insured financial obligations and (b) the insurance
enterprise’s surveillance or watch list.





SFAS No.
163 is effective for financial statements issued for fiscal years beginning
after December 15, 2008, and all interim periods within those fiscal years,
except for disclosures about the insurance enterprise’s risk-management
activities.  Disclosures about the insurance enterprise’s
risk-management activities are effective the first period beginning after
issuance of SFAS No. 163.  Except for those disclosures, earlier
application is not permitted.  The management of the Company does not
expect the adoption of this pronouncement to have material impact on its
financial statements.





On May
22, 2009, the FASB issued FASB Statement No. 164, “Not-for-Profit Entities:
Mergers and Acquisitions – Including an Amendment of FASB Statement No. 142”
(“SFAS No. 164”).  Statement 164 is intended to improve the relevance,
representational faithfulness, and comparability of the information that a
not-for-profit entity provides in its financial reports about a combination with
one or more other not-for-profit entities, businesses, or nonprofit
activities.  To accomplish that, this Statement establishes principles
and requirements for how a not-for-profit entity:





a.
            Determines
      whether a combination is a merger for an acquisition.b.
            Applies
      the carryover method in accounting for a merger.c.
            Applies
      the acquisition method in accounting for an acquisition, including
      determining which of the combining entities is the
    acquirer.d.
            Determines
      what information to disclose to enable users of financial statements to
      evaluate the nature and financial effects of a merger or an
      acquisition.





This
Statement also improves the information a not-for-profit entity provides about
goodwill and other intangible assets after an acquisition by amending FASB
Statement No. 142, Goodwill and Other Intangible Assets, to make it fully
applicable to not-for-profit entities.





Statement
164 is effective for mergers occurring on or after December 15, 2009, and
acquisitions for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15,
2009.  Early application is prohibited.  Management of the
Company does not expect the adoption of this pronouncement to have material
impact on its financial statements.





F-14





CARDIO
VASCULAR MEDICAL DEVICE CORP.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO INTERIM FINANCIAL STATEMENTS


JUNE
30, 2009, AND 2008


(Unaudited)




On May
28, 2009, the FASB issued FASB Statement No. 165, “Subsequent Events” (“SFAS No.
165”).  Statement 165 establishes general standards of accounting for
and disclosure of events that occur after the balance sheet date but before
financial statements are issued or are available to be
issued.  Specifically, Statement 165 provides:





1.
            The
      period after the balance sheet date during which management of a reporting
      entity should evaluate events or transactions that may occur for potential
      recognition or disclosure in the financial statements.2.
            The
      circumstances under which an entity should recognize events or
      transactions occurring after the balance sheet date in its financial
      statements.3.
            The
      disclosures that an entity should make about events or transactions that
      occurred after the balance sheet
date.





In
accordance with this Statement, an entity should apply the requirements to
interim or annual financial periods ending after June 15,
2009.  Management of the Company does not expect the adoption of this
pronouncement to have material impact on its financial statements.





(9)           Subsequent
Events





On July
15, 2009, the Company received $27,500 from PPO #2 and issued 13,600,000 shares
of its common stock subscribed.





F-15




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





As used
in this Form 10-Q/A, references to the “Cardio Vascular,” Company,” “we,” “our”
or “us” refer to Cardio Vascular Medical Device Corp. unless the context
otherwise indicates.





Forward-Looking
Statements





The
following discussion should be read in conjunction with our financial
statements, which are included elsewhere in this Form 10-Q/A (the “Report”).
This Report contains forward-looking statements which relate to future events or
our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as “may,” “should,” “expects,”
“plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or
“continue” or the negative of these terms or other comparable terminology. These
statements are only predictions and involve known and unknown risks,
uncertainties, and other factors that may cause our or our industry’s actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking
statements.





For a
description of such risks and uncertainties, refer to our Registration Statement
on Form SB-2 and Form 10-K, filed with the Securities and Exchange Commission on
August 28, 2007 and March 31, 2009, respectively. While these
forward-looking statements, and any assumptions upon which they are based, are
made in good faith and reflect our current judgment regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions or other future performance
suggested herein. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.





Overview





We were
incorporated under the laws of the State of Delaware on April 26, 2007. We
intend to engage in the manufacture and distribution of a new and improved
maneuverable-coiled guidewire. We are a development stage company. Since our
incorporation, the Company completed the assignment of a patent pertaining to a
maneuverable coiled guidewire, issued common stock for stock subscription
agreements, and commenced a capital formation activity to affect a Registration
Statement on Form SB-2 with the SEC to raise capital of up to $105,000 from a
self-underwritten offering of 14,000,000 (post forward stock split) shares
of newly issued common stock in the public markets.  The Registration
Statement on Form SB-2 was filed with the SEC on August 28, 2007, and declared
effective on September 17, 2007.  On December 6, 2007, the Company
completed the offering of its registered common stock.





3





On
December 19, 2008, Cardio Vascular Medical Device Corp. completed a 4:1 forward
stock split of its issued and outstanding shares of common stock. As a result of
the forward stock split, the issued and outstanding shares of common
stock of the Company increased from 13,525,000 shares to 54,100,000
shares.





Business
Description





We own
the technology and patent for a new and improved maneuverable-coiled guidewire.
Such patent, entitled the “Maneuverable-Coiled Guidewire,” was approved and
granted by the United States Patent and Trademark Office on November 28, 2006,
and was assigned the United States Patent No. 7,141,024. The inventor of the
technology covered by such patent was Benny Gaber. The patent and all other
intellectual property rights relating to the technology were acquired by us on
May 28, 2007 in exchange for future royalties to be paid in the amount of 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.





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.




We are
not aware of any material trend, event, or capital commitment, which would
potentially adversely affect liquidity. In the event such a trend develops, we
believe that we will have sufficient funds available to satisfy working capital
needs through lines of credit and the funds expected from equity
sales.





4





Going
Concern Consideration





The
Company is a development stage company and has not commenced planned principal
operations. The Company had no revenues and incurred a net loss of $15,943 for
the six months ended June 30, 2009, and a net loss of $14,749 for
the six months ended June 30, 2008. These factors raise substantial doubt
about the Company’s ability to continue as a going concern.





The
financial statements contained herein for the period ended June 30, 2009,
contain additional note disclosures describing the circumstances that lead to
this disclosure by our registered independent auditors.





Liquidity
and Capital Resources




As of
June 30, 2009, we had $707 in cash and incurred a net loss of $15,943 .
During the same period ended June 30, 2008, the Company incurred a net loss
of $14,749.





The
Company does not believe that its available 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.





Off
Balance Sheet Arrangements





We do not
have any off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures, or capital resources that are material to investors.





Item
3. Quantitative and Qualitative Disclosures About Market Risk





A smaller
reporting company, as defined by Item 10 of Regulation S-K, is not required to
provide the information required by this item.





Item
4. Controls and Procedures.





As of the
end of the period covered by this report, we conducted an evaluation, under the
supervision and with the participation of our Chief Executive Officer and Chief
Financial Officer, of our disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the 1934 Act). Based on this evaluation, the
Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures are effective to ensure that information
required to be disclosed by us in reports that we file or submit under the 1934
Act is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission rules and
forms.





5





Item
4(T). Controls and Procedures.





There
have been no changes  in
the  Company’s  internal  control  over  financial
reporting identified in connection with the evaluation required by paragraph (d)
of Rule  240.15d-15  that occurred during the Company’s last
fiscal quarter that has  materially  affected,  or
is reasonable  likely to materially  affect,  the
Company internal control over financial reporting.





PART
II


OTHER
INFORMATION





Item
1. Legal Proceedings.





There are
no pending legal proceedings to which the Company is a party or in which any
director, officer or affiliate of the Company, any owner of record or
beneficiary of more than 5% of any class of voting securities of the Company, or
security holder is a party adverse to the Company or has a material interest
adverse to the Company. The Company’s property is not the subject of any pending
legal proceedings.





Item
1A.     Risk Factors





A smaller
reporting company, as defined by Item 10 of Regulation S-K, is not required to
provide the information required by this item.




Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.





Unregistered
Sales of Equity Securities





The
Company received two signed subscriptions for the issuance of 13,600,000
restricted shares of common stock for the amount of gross proceeds of
$27,500. As of July 15, 2009, the funds were received by the
Company.





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 three months ended
June 30, 2009.





Item
5. Other Information.





None





6




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)




7





SIGNATURES





In
accordance with to requirements of the Exchange Act, the Rregistrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.





CARDIO VASCULAR MEDICAL
      DEVICE CORP
      .Dated:
      July 24, 2009
            By:
            /s/
      Benny GaberTitle:
            President,
      Chief Executive Officer andDirector
      (Principal Executive Officer)By:
            /s/
      Lavi KrasneyName:
            Lavi
      KrasneyTitle:
            Treasurer,
      Chief Financial Officer,Secretary
      and Director(Principal
      Financial and Accounting Officer)




8





EXHIBIT
31.1





CERTIFICATION
OF


PRINCIPAL
EXECUTIVE AND FINANCIAL OFFICER PURSUANT TO


SECTION
302(a) OF THE SARBANES-OXLEY ACT OF 2002





I, Benny
Gaber, President, Chief Executive Officer and Director of Cardio Vascular
Medical Corp. (the “Company”), certify that:





1.              
I have reviewed this amended quarterly report on Form 10-Q/A of the Company
for the quarter ended June 30, 2009;





2.               Based
on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;





3.               Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the Company as of, and for,
the periods presented in this report;





4.              
As the Registrant’s certifying officer, I am responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and
have:





a.
            Designed
      such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure
      that material information relating to the Registrant, including its
      consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this report is being
      prepared;





b.
            Designed
      such internal control over financial reporting, or caused such internal
      control over financial reporting to be designed under our supervision, to
      provide reasonable assurance regarding the reliability of financial
      reporting and the preparation of financial statements for external
      purposes in accordance with generally accepted accounting
      principles;





c.
            Evaluated
      the effectiveness of the Registrant’s disclosure controls and procedures
      and presented in this report our conclusions about the effectiveness of
      the disclosure controls and procedures, as of the end of the period
      covered by this report based on such evaluation;
  and





d.
            Disclosed
      in this report any change in the Registrant’s internal control over
      financial reporting that occurred during the Registrant’s most recent
      fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an
      annual report) that has materially affected, or is reasonably likely to
      materially affect, the Registrant’s internal control over financial
      reporting.










5.             
 I have disclosed, based on my most recent evaluation of internal control
over financial reporting, to the Company’s auditors and the audit committee of
the Company’s Board of Directors (or persons performing the equivalent
functions):





a.
            All
      significant deficiencies and material weaknesses in the design or
      operation of internal control over financial reporting which are
      reasonably likely to adversely affect the Company’s ability to record,
      process, summarize and report financial information;
  and





b.
            Any
      fraud, whether or not material, that involves management or other
      employees who have a significant role in the Company’s internal control
      over financial reporting




Date:
July 24, 2009





By:
            /s/
      Benny GaberName:
            Benny
      GaberTitle:
            President
      and Director(Principal
      Executive Officer)





2





EXHIBIT
31.2





CERTIFICATION
OF


PRINCIPAL
EXECUTIVE AND FINANCIAL OFFICER PURSUANT TO


SECTION
302(a) OF THE SARBANES-OXLEY ACT OF 2002





I, Lavi
Krasney, Treasurer, Chief Financial Officer, Secretary and Director of Cardio
Vascular Medical Device Corp. (the “Company”), certify that:





1.               I
have reviewed this amended quarterly report on Form 10-Q/A of the Company
for the quarter ended June 30, 2009;





2.               Based
on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;





3.               Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the Company as of, and for,
the periods presented in this report;





4.               As
the Registrant’s certifying officer, I am responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and
have:





a.
            Designed
      such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure
      that material information relating to the Registrant, including its
      consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this report is being
      prepared;





b.
            Designed
      such internal control over financial reporting, or caused such internal
      control over financial reporting to be designed under our supervision, to
      provide reasonable assurance regarding the reliability of financial
      reporting and the preparation of financial statements for external
      purposes in accordance with generally accepted accounting
      principles;





c.
            Evaluated
      the effectiveness of the Registrant’s disclosure controls and procedures
      and presented in this report our conclusions about the effectiveness of
      the disclosure controls and procedures, as of the end of the period
      covered by this report based on such evaluation;
  and





d.
            Disclosed
      in this report any change in the Registrant’s internal control over
      financial reporting that occurred during the Registrant’s most recent
      fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an
      annual report) that has materially affected, or is reasonably likely to
      materially affect, the Registrant’s internal control over financial
      reporting.










5.              I
have disclosed, based on my most recent evaluation of internal control over
financial reporting, to the Company’s auditors and the audit committee of the
Company’s Board of Directors (or persons performing the equivalent
functions):





a.
            All
      significant deficiencies and material weaknesses in the design or
      operation of internal control over financial reporting which are
      reasonably likely to adversely affect the Company’s ability to record,
      process, summarize and report financial information;
  and





b.
            Any
      fraud, whether or not material, that involves management or other
      employees who have a significant role in the Company’s internal control
      over financial reporting





Date:
July 24, 2009





By:
            /s/
      Lavi KrasneyName:
            Lavi
      KrasneyTitle:
            Treasurer,
      Chief Financial Officer, andSecretary
      and Director(Principal
      Financial and AccountingOfficer)




2




EXHIBIT
32.1





CERTIFICATION
PURSUANT TO


18
U.S.C. SECTION 1350


AS
ADOPTED PURSUANT TO


SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002





The
undersigned, Benny Gaber, President, Chief Executive Officer and Director of
Cardio Vascular Medical Corp. (the “Company”), certifies, under the standards
set forth and solely for the purposes of 18 U.S.C. 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge, the
Amended Quarterly Report on Form 10-Q/A of the Company for the quarter ended
June 30, 2009, fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 and information contained in that Form
10-Q/A fairly presents, in all material respects, the financial condition and
results of operations of the Company.




Date:
July 24, 2009





By:
            /s/
      Benny GaberName:
            Benny
      GaberTitle:
            President,
      Chief Executive Officer and
              Director
      (Principal Executive Officer)




A signed
original of this written statement required by Section 906 has been provided to
the Company and will be retained by the Company and furnished to the Securities
and Exchange Commission or its staff upon request.











EXHIBIT
32.2





CERTIFICATION
PURSUANT TO


18
U.S.C. SECTION 1350


AS
ADOPTED PURSUANT TO


SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002





The
undersigned, Lavi Krasney, Treasurer, Chief Financial Officer, Secretary and
Director of Cardio Vascular Medical Device Corp. (the “Company”), certifies,
under the standards set forth and solely for the purposes of 18 U.S.C. 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his
knowledge, the Amended Quarterly Report on Form 10-Q/A of the Company for
the quarter ended June 30, 2009, fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained
in that Form 10-Q/A fairly presents, in all material respects, the financial
condition and results of operations of the Company.




Date July
24, 2009





By:
            /s/
      Lavi KrasneyName:
            Lavi
      KrasneyTitle:
            Treasurer,
      Chief Financial Officer andSecretary
      and Director(Principal
      Financial and AccountingOfficer)





A signed
original of this written statement required by Section 906 has been provided to
the Company and will be retained by the Company and furnished to the Securities
and Exchange Commission or its staff upon request.