UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-Q  (Mark One)  SQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended March 31, 2008. or  £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:  000-53089 CHINA NORTHERN MEDICAL DEVICE, INC.. (Exact name of registrant as specified in its charter)  Nevada30-0428006(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)180 Hongqi Da Jie, Suite 400, Nangang District, Haerbing City,  Helongjiang Province, China150090(Address of principal executive offices)(Zip Code)  (86) (0451) 82280845 (Registrants telephone number, including area code)  _______________________________________________________ (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.      S   Yes  £    No  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.  Large accelerated filer £ Accelerated filer £  Non-accelerated filer £  (Do not check if a smaller reporting company) Smaller reporting company S  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   £ Yes  S    No  APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:  Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.  £   Yes   £   No  APPLICABLE ONLY TO CORPORATE ISSUERS:  Indicate the number of shares outstanding of each of the issuers classes of common stock, as of March 31, 2008:  3,550,000    PART I - FINANCIAL INFORMATION  ITEM 1.  FINANCIAL STATEMENTS  The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at March 31, 2008 and 2007 and for the periods then ended have been made.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Companys December 31, 2007 audited financial statements.  The results of operations for the periods ended March 31, 2008 and 2007 are not necessarily indicative of the operating results for the full year.   2        CHINA NORTHERN MEDICAL DEVICE, INC  (A Development Stage Company)  FINANCIAL STATEMENTS  At March 31, 2008 and December 31, 2007 and for the three months ended March 31, 2008 and 2007      3    CHINA NORTHERN MEDICAL DEVICE, INC (A Development Stage Company)  INDEXPAGEBALANCE SHEETS5STATEMENT OF OPERATIONS6STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)7STATEMENT OF CASH FLOWS8NOTES TO FINANCIAL STATEMENTS9   4    CHINA NORTHERN MEDICAL DEVICE, INC (A Development Stage Company) BALANCE SHEETS  March 31,December 31,20072007(unaudited)ASSETSCurrent Assets:Cash and cash equivalents$110,378$200Total Current Assets110,378200Total Assets$110,378$200LIABILITIES AND STOCKHOLDERS' EQUITYCurrent Liabilities:Accounts payable and accrued expenses (Note 5)$12,000$13,351Loan from a shareholder (Note 6)110,00046,000Total Current Liabilities122,00059,351Stockholders' Equity:Preferred stock, par value $0.0001, 5,000,000 shares
authorized; none issued and outstanding as ofMarch 31, 2008 and December 31, 2007--Common stock, par value $0.0001, 100,000,000 sharesauthorized; 3,550,000 shares issued and
outstanding as of March 31, 20083,000,000 shares issued and outstanding as of
December 31, 2007355300Additional paid-in capital149,64539,700Accumulated deficiency(161,622)(99,151)Stockholders' deficiency(11,622)(59,151)Total Liabilities and Stockholders' Deficiency$110,378$200   5   CHINA NORTHERN MEDICAL DEVICE, INC (A Development Stage Company) STATEMENT OF OPERATIONS  For theFor the PeriodThree MonthsMarch 26, 2007Ended(inception) throughMarch 31,March 31,20082007(unaudited)RevenuesSales$-$-Costs of Sales--Gross Profit--Operating ExpensesOffice rent1,200-Professional fees61,27120,000Total Operating Expenses62,47120,000Income (Loss) from Operation(62,471)(20,000)Other Income (Expenses)--Income (Loss) before Provision for Income Tax(62,471)(20,000)Provision for Income Tax--Net Income (Loss)$(62,471)$(20,000)Basic and fully diluted earnings (loss) per share$(0.02)$(0.01)Weighted average shares outstanding3,091,6673,000,000   6   CHINA NORTHERN MEDICAL DEVICE, INC (A Development Stage Company) STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) FOR PERIOD MARCH 26, 2007 (INCEPTION) THROUGH MARCH 31, 2008 (UNAUDITED)  Common StockAdditionalRetainedNo  Par ValuePaid-inEarningsSharesAmountCapital(Deficit)TotalsBalances atthe date of inception onMarch 26, 2007-$-$-$-$-Proceeds from issuance ofcommon stock3,000,00030039,700.00-40,000Net income (loss)---(99,151)(99,151)Balances atDecember 31, 20073,000,000$300$39,700$(99,151)$(59,151)Proceeds from issuance ofcommon stock550,00055109,945-110,000Net income (loss)---(62,471)(62,471)Balances atMarch 31, 20083,550,000$355$149,645$(161,622)$(11,622)   7   CHINA NORTHERN MEDICAL DEVICE, INC (A Development Stage Company) STATEMENT OF CASH FLOWS  For theFor the PeriodThree MonthsMarch 26, 2007Ended(inception) throughMarch 31,March 31,20082007(unaudited)Operating ActivitiesNet income (loss)$(62,471)$(20,000)Adjustments to reconcile net income (loss) tonet cash provided (used) by operating activities:Changes in operating assets and liabilities:Decrease (increase) in prepaid expenses-(36,900)Increase (decrease) in accounts payable and accrued expenses(1,351)17,000Net cash provided (used) by operating activities(63,823)(39,900)Investing ActivitiesNet cash (used) by investing activities--Financing ActivitiesProceeds from issuance of common stock110,00040,000Loans from a shareholder64,000-Net cash provided (used) by financing activities174,00040,000Increase (decrease) in cash110,178100Cash at beginning of period200-Effects of exchange rates on cash--Cash at end of period$110,378$100Supplemental Disclosures of Cash Flow Information:Cash paid (received) during year for:Interest$-$-Income taxes$-$-  8   CHINA NORTHERN MEDICAL DEVICE, INC (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS  Note 1 - BASIS OF PRESENTATION  The accompanying unaudited financial statements as of March 31, 2008 and for the three months ended March 31, 2008 and 2007 have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information. They do not include all of the information and footnotes for complete financial statements as required by GAAP. In management's opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for the three months ended March 31, 2008 and 2007 presented are not necessarily indicative of the results to be expected for the full year. These financial statements should be read in conjunction with the Companys audited financial statements and notes thereto for the fiscal year ended December 31, 2007.  Note2- ORGANIZATION AND BUSINESS BACKGROUND  China Northern Medical Device, Inc. ("CNMD" or the "Company") was incorporated on March 26, 2007 under the laws of the State of Nevada.  The Company has selected December 31 as its fiscal year ending.  The Company has not yet generated revenues from planned principal operations and is considered a development stage company as defined in Statement of Financial Accounting Standards ("SFAS") No. 7. The Company plans on becoming involved in the business of marketing medical devices and providing consulting services to medical device manufactures in the People's Republic of China ("PRC"). There is no assurance, however, that the Company will achieve its objectives or goals.  Note 3- GOING CONCERN  The Company incurred net losses of $62,471 for the three months ended March 31, 2008, and $99,151 for the period March 26, 2007 (inception) through December 31, 2007. In addition, the Company had a working capital deficiency of $11,622 and a stockholders' deficiency of $11,622 at March 31, 2008. These factors raise substantial doubt about the Company's ability to continue as a going concern.  There can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available from external sources such as debt or equity financings or other potential sources. The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company's existing stockholders.  9   CHINA NORTHERN MEDICAL DEVICE, INC (A Development Stage Company)  NOTES TO FINANCIAL STATEMENTS  Note 3- GOING CONCERN (continued)  The accompanying financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.  During the period March 26, 2007 (inception) to March 31, 2008, the Company relied heavily for its financing needs on its shareholder/CEO, Mr. Wu, Jinzhao, as more fully disclosed in Note 6.  Note 4- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  Use of Estimates  The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results when ultimately realized could differ from these estimates.  Cash and Cash Equivalents  Cash and cash equivalents include cash on hand, deposits in banks with maturities of three months or less, and all highly liquid investments which are unrestricted as to withdrawal or use, and which have original maturities of three months or less.  Cash and cash equivalents include cash on hand, deposits in banks with maturities of three months or less, and all highly liquid investments which are unrestricted as to withdrawal or use, and which have original maturities of three months or less.  Concentrations of Credit Risk  Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains its cash and cash equivalents with high-quality institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. Generally these deposits may be redeemed upon demand and therefore bear minimal risk.  Fair Value of Financial Instruments  The carrying value of financial instruments including cash and cash equivalents, receivables, prepaid expenses, accounts payable and accrued expenses, approximates their fair value due to the relatively short-term nature of these instruments.  10   CHINA NORTHERN MEDICAL DEVICE, INC (A Development Stage Company)  NOTES TO FINANCIAL STATEMENTS  Note 4- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)  Impairment of Long-life Assets  Long-lived assets and certain identifiable intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.  Revenue Recognition  Revenues are recognized when finished products are shipped to unaffiliated customers, both title and the risks and rewards of ownership are transferred or services have been rendered and accepted, the selling price is fixed or determinable, and collectability is reasonably assured.  Advertising Costs  Advertising costs will be expensed as incurred and included as part of selling and marketing expenses in accordance with the American Institute of Certified Public Accountants ("AICPA") Statement of Position 93-7, "Reporting for Adverting Costs".  The Company did not incur any advertising costs during the period March 26, 2007 (inception) through December 31, 2007, and the three months ended March 31, 2008.  Research and Development Costs  Research and development costs will be charged to expense as incurred. The Company did not incur any research and development costs during the period March 26, 2007 (inception) through December 31, 2007, and the three months ended March 31, 2008.  Related parties  For the purposes of these financial statements, parties are considered to be related if one party has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Company and the party are subject to common control or common significant influence. Related parties may be individuals or other entities.  11   CHINA NORTHERN MEDICAL DEVICE, INC (A Development Stage Company)  NOTES TO FINANCIAL STATEMENTS  Note 4- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)  Income Taxes  The Company accounts for income tax using SFAS No. 109 "Accounting for Income Taxes", which requires the asset and liability approach for financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance related to deferred tax assets is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized.  The Company accounts for income taxes in interim periods as required by Accounting Principles Board Opinion No. 28 Interim Financial Reporting and as interpreted by FASB Interpretation No. 18, Accounting for Income Taxes in Interim Periods. The Company has determined an estimated annual effect tax rate. The rate will be revised, if necessary, as of the end of each successive interim period during the Companys fiscal year to its best current estimate. The estimated annual effective tax rate is applied to the year-to-date ordinary income (or loss) at the end of the interim period.  Comprehensive Income  Statement of Financial Accounting Standards (SFAS) No. 130, Reporting Comprehensive Income, establishes standards for reporting and display of comprehensive income, its components and accumulated balances.  Comprehensive income as defined includes all changes in equity during a period from non-owner sources.  Segment Reporting  SFAS No. 131 Disclosures about Segments of an Enterprise and Related Information  establishes standards for reporting information about operating segments on a basis consistent with the Companys internal organization structure as well as information about geographical areas, business segments and major customers in financial statements. The Company currently plans on operating in one principal business segment. Therefore, segment disclosure is not presented.  12   CHINA NORTHERN MEDICAL DEVICE, INC (A Development Stage Company)  NOTES TO FINANCIAL STATEMENTS  Note 4- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)  Earnings (Loss) Per Share  The Company reports earnings per share in accordance with the provisions of SFAS No. 128, Earnings Per Share. SFAS No. 128 requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There are no potentially dilutive securities outstanding (options and warrants) for the period March 26, 2007 (inception) through December 31, 2007, and for the three months ended March 31, 2008.  Recent Accounting Pronouncements  In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Hedging Instruments and Hedging Activities  an amendment of FASB Statement No. 133 (SFAS 161). SFAS 161, which is effective January 1, 2009, requires enhanced qualitative and quantitative disclosures with respect to derivatives and hedging activities. The Management does not expect that the adoption of SFAS No. 161 would have a material effect on the Companys financial position and results of operations.  In December 2007, the FASB issued Statements of Financial Accounting Standards No. 141 (revised 2007), Business Combinations (SFAS 141R) and No. 160, Noncontrolling Interests in Consolidated Financial Statements  an amendment to ARB No. 51 (SFAS 160). Both SFAS 141R and SFAS 160 are to be adopted effective January 1, 2009. SFAS 141R requires the application of several new or modified accounting concepts that, due to their complexity, could introduce a degree of volatility in periods subsequent to a material business combination. SFAS 141R requires that all business combinations result in assets and liabilities acquired being recorded at their fair value, with limited exceptions. Other areas related to business combinations that will require changes from current GAAP include: contingent consideration, acquisition costs, contingencies, restructuring costs, in process research and development and income taxes, among others. SFAS 160 will primarily impact the presentation of minority or noncontrolling interests within the Balance Sheet and Statement of Operations as well as the accounting for transactions with noncontrolling interest holders. The Management does not expect that the adoption of SFAS No. 141 (revised 2007) and SFAS No. 160 would have a material effect on the Companys financial position and results of operations.  13   CHINA NORTHERN MEDICAL DEVICE, INC (A Development Stage Company)  NOTES TO FINANCIAL STATEMENTS  Note 5- ACCOUNTS PAYABLE AND ACCRUED EXPENSES  Accounts payable and accrued expenses consist of the following:  March 31,December 31,20082007(unaudited)Accrued professional fees$12,000$11,000Accrued transfer fees-2,351Total accounts payable and accrued expenses$12,000$13,351  Note 6- LOAN FROM A SHAREHOLDER  Loan from a shareholder are loans from a shareholder/CEO, Mr. Wu, Jinzhao, to finance the Companys operation due to lack of cash resources. These loans are unsecured, non-interest bearing and have no fixed terms of repayment, therefore, deemed payable on demand. Cash flow from this activity is classified as cash flows from financing activity. The total borrowing from Mr. Wu was $46,000 for the period March 26, 2007 (inception) through December 31, 2007, and $64,000 for the three months ended March 31, 2008.  Note 7- CAPITAL STOCK  The Articles of Incorporation authorized the Company to issue 5,000,000 shares of preferred stock with a par value of $0.0001, and 100,000,000 shares of common stock with a par value of $0.0001. No shares of preferred stock have been issued. Upon formation of the Company, 3,000,000 shares of common stock were issued for $40,000.  The Company completed a public offering on March 14, 2008. The Company issued 550,000 shares of common stock to 40 PRC citizen shareholders for $110,000. The number of common stocks issued and outstanding immediately after the offering was 3,550,000.  Note 8- COMMITMENTS AND CONTINGENCIES  The Company faces a number of risks and challenges not typically associated with companies in North America and Western Europe, since its assets exist solely in the PRC, and its revenues are derived from its operations therein. The PRC is a developing country with an early stage market economic system, overshadowed by the state. Its political and economic systems are very different from the more developed countries and are in a state of change. The PRC also faces many social, economic and political challenges that may produce major shocks and instabilities and even crises, in both its domestic arena and in its relationships with other countries, including the United States. Such shocks, instabilities and crises may in turn significantly and negatively affect the Company's performance.  14    ITEM 2.  PLAN OF OPERATIONS  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION  FORWARD-LOOKING STATEMENT NOTICE  This Form 10-Q contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as may, will, expect, believe, anticipate, estimate or continue or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include but are not limited to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; technological advances and failure to successfully develop business relationships.  We formed as a Nevada corporation on March 26, 2007 as China Northern Medical Device, Inc. Our activities have been limited to developing and writing our business plan. Management has primarily focused on preparation of this offering document along with contacting various entities and people in furtherance of our business plan.  Business Strategy  We intend to sell medical devices with an emphasis on portable medical devices designed for home treatments. Our initial focus will be in the northern regions of China. We intend to seek strategic relationships with medical device manufacturers both in China and North America with the aim to be their sales and distribution agent in Northern China. We also intend to assist Chinese medical device manufacturers on the development of the North American market. Eventually, we may seek to acquire an existing medical device manufacturer to enhance our operations.  Our internal marketing research indicates that the population in Northern China is often subject to ordinary and ineradicable illness due to the geographic and climate factors of the region. We believe the local health care system is not postured to provide home medical devices to those in need in a timely manner. We believe that current enterprises employ poor marketing techniques and have not exploited the potential market for medical devices. We intend to implement a strong marketing program and establish our brand. We intend to conduct detailed research to understand the purchasing behavior in Northern China which will be followed by an advertising regime consisting of TV advertisement, outdoor advertisement, promotions in shopping malls and other methods of advertising.  In addition to implementing a strong marketing and branding campaign, we intend to establish multiple venues for the sale of our products including an e-commerce platform, establish a sales network in major cities and cooperate with local sops and business entities to sell our products.  Although we may face competition from other companies, we intend to fill what we perceive to be a market opportunity in this region.  We intend to seek and obtain marketing agreements and licenses from various sources so we can in turn sell home medical devices in the Northern China region. We will focus on both American and Chinese medical device manufacturers with the goal being a marketing or sales agreement that allows us to market their products. We expect any agreements we may enter will provide us a reasonable commission for product sales.  15   We anticipate conducting sampling market research in Northern China to determine actual consumer demands for home medical devices. We then intend to acquire sales licenses to the products our research indicates is most in demand.  Once we have obtained marketing and sales agreements, we intend to promote our products through a number of venues. We expect to build an electronic commerce platform for promotion and sales of products through the Internet. We also expect to advertise our products through websites established by professionals in the medical communities. We may use television and outdoor media advertisements. We hope to establish relationships with such prominent Chinese advertisers such as Acorn International, Inc. and Focus Media Advertisement Col., Ltd. to promote the sales of various healthcare medical devices.  We further intend to offer our services as a consultant to current Chinese medical device manufacturers whereby we would assist companies on the development of markets in North America, application of relevant patent rights and approval documents. Additionally, we will offer consulting services for medical device market promotion and planning.  During our research, we noticed that there are many enterprises in China that manufacture medical or healthcare devices. Although we believe these products incorporate current and cutting edge technology and the curative effect is good, most enterprises fail to successfully expand and market their products. We believe the reasons for their failure to gain market share is a lack of advanced marketing skills and deficient or limited advertising. Our internal research indicates that current enterprises limit their advertising to TV or newspapers and do not provide detail and information on features of the products. Further, we noted a need for brand imaging. Our research also indicated most enterprises do not expend sufficient resources on marketing. Our statistics show the ratio between expenditure on sale and revenue in major business is less than average level of all China and much less than Shanghai, Zhejian, Guangdon and other developed regions of China. Finally, our research indicates these enterprises are dependant on a single outlet for their products which is typically a sales agent or dealer with limited capital for promoting the products.  It is our goal to provide consulting services to these enterprises to promote their products and increase their market share. Further, we anticipate that we would also enter marketing or sales agreements with the manufacturers.  We intend to initially target three to five medical and healthcare manufacturers in Northern China with capacity and brand recognition and seek to enter consulting arrangements. We would provide such manufacturers with long-term consultation services for management and product promotion. We expect such services will include advertising and public relations for the targeted brand, construction of sales nets and tunnels and sales team training.  At some point in the future, once operations have commenced and the company is positioned favorably, we may consider acquiring a business or businesses that complement our business model.  Competition  Competition from pharmaceutical companies, medical device companies, biotechnology companies, marketing companies and academic and research institutions is intense and is expected to increase. Many of our competitors and potential competitors have substantially greater product development capabilities, experience conducting clinical trials and financial, scientific, manufacturing, sales and marketing resources and experience than our company. Some of these competitors include giants in the industry such as Johnson & Johnson, Guidant Corporation, Genzyme Corporation, Baxter Healthcare Corporation, Abbott Laboratories, Boston Scientific Corporation, Medtronic, Inc., Wyeth, Inc., Novartis AG., C.R. Bard, the Allegiance division of Cardinal Health, Inc., Bausch & Lomb, and Tyco Ltd., among others. We also face competition from non-medical device companies, such as pharmaceutical companies, which may offer non-surgical alternative therapies for disease states which are currently or intended to be treated using our products.  16   To the best of our knowledge, there is no local enterprise adapting the same business model as ours. We believe there are currently three sales models of medical devices in Northern China. The first model is where the manufacturer establishes its own sales distribution, the second model is newspaper and TV advertisements and direct sales via TV and the third model is the employment of dealers and agents to promote and sell products. We believe there are very few professional sales and marketing organization existing in Northern China and no organizations providing sales by e-commerce platforms in Northern China. It is possible that competitors with the same or similar business model as ours will emerge on the development of the potential target market.  Governmental Regulation  Although we intend to comply with all applicable laws and regulations, we cannot assure you that we are in compliance or that we will be able to comply with all future laws and regulations. Additional federal or state legislation, or changes in regulatory implementation, may limit our activities in the future or significantly increase the cost of regulatory compliance. If we fail to comply with applicable laws and regulations, criminal sanctions or civil remedies, including fines, injunctions, or seizures, could be imposed on us. This could have a material adverse effect on our operations.  We are not aware of any specific laws, regulations or restrictions that would limit our ability to implement and pursue our business plan.  Should we develop a market in the United States for medical devices manufactured in China, we may be subject to the FDAs statutory and regulatory requirements for approval of devices imported to the United States. Possible requirements may include submitting a pre-market approval application to the FDA for review. Such application must be supported by extensive data, including technical, preclinical, clinical trials, manufacturing and labeling to demonstrate to the FDAs satisfaction the safety and effectiveness of the device.  Foreign firms that manufacture medical devices sold in the United States and U.S. distributors ("importers") of medical devices must comply with applicable U.S. laws before, during, and after importing a medical device into the U.S. or its territories.  Employees  We have no employees other than our officer and director and no formal employment agreements with our officer and director. We intend to hire employees as our operations require expansion. We anticipate we will hire 3 or 4 employees during the next twelve months. Our employees will help conduct market research and identify and secure sources of inventory as well as promote sales. Our officer and director has agreed to devote such time as necessary for the development of our business. It is anticipated that upon completion of the offering, our officer and director will devote full time to our business. Our officer and director is entitled to reimbursement for reasonable out of pocket expenses incurred on our behalf. We do not have a formal agreements or arrangement to continue payment in the future.  Description of Property.  Our principal executive offices and mailing address is 180 Hongqi Da Jie, Suite 400, Nangang District, Haerbing City, Helongjiang Province, China 150090. Our telephone number is (86) (0451) 82280845.We have no plans to expand beyond our current facilities and we intend to maintain our current office situation for at least the next twelve months. We have signed a one-year Lease with the landlord, with an option to extend another year. Our leased space is approximately 3,000 square foot, with a rent of $400.00 per month. Our office building is located at Harbin High-tech Development Zone, which is leased to high-tech enterprises. Our space is exclusively used by our company.  17   Results of Operations  Three Months Ended March 31, 2008 Compared to the Three Months Ended March 31, 2007  We have experienced losses since inception. We generated $0 in revenues from operations during the three months ended March 31, 2008. Expenses during the three months ended March 31, 2008 were $62,471 which consisted of office rent and professional fees, giving us a net loss of $62,471.  From inception on March 26, 2007 through March 31, 2007 we had no revenue and incurred expenses of $20,000 for a net loss of $20,000.  Capital Resources and Liquidity  At March 31, 2008, we had $110,379 in available cash on hand which is our sole asset. We had liabilities of $122,000 consisting of $12,000 in accounts payable and accrued expenses and a loan form a shareholder in the amount of $110,000.  Our officer and director, Mr. Wu, has financed our operations to date by making loans to the Company. The loans are unsecured, non-interest bearing and have no fixed terms of repayment and there, are deemed payable on demand. Total borrowing from Mr. Wu was $64,000 for the three months ended March 31, 2008 with a total current outstanding loan of $110,000.  The Company filed a registration statement on Form SB-2 with the Securities and Exchange Commission to register up to 600,000 shares of common stock. The public offering price was $0.20 per share. The registration statement was declared effective on February 8, 2008. The Company completed its offering on March 14, 2008 and raised $110,000 from the sale of 550,000 shares of common stock. As of March 31, 2008, we had not expended any of the proceeds from our offering.  During the next twelve months, we intend to use the proceeds from our offering to pay office rent for twelve months, purchase office equipment including computers and furniture, conduct market research and hire 3 or 4 employees. Working capital expenses which include accounting, legal, administrative, advertising, marketing and general office expense will be paid from the proceeds raised in our offering.  Need for Additional Financing  Costs associated with being a public company are much higher than those of a private company. China Northern, a new start-up in early development, has chosen public registration before the business has developed a predictable cash flow. There are present registration expenses and future legal and accounting expenses, future reporting requirements to the SEC, future exchange listing requirements, and future investor relation costs that must be borne by a public company but not by a private company. These costs can be a burdensome expense which could adversely affect our financial survival. The onerous regulatory costs, reporting requirements, and management details, which must be met when registering and maintaining a public company, may make the economic viability of China Northern very doubtful.  18   The Company has no material commitments for the next twelve months. In the past we have relied on advances from our president to cover our operating costs. Management anticipates that they have sufficient capital to meet our needs through the next 12 months. However, there can be no assurances to that effect. Our need for capital may change dramatically if we acquire an interest in a business opportunity during that period. At present, we have no understandings, commitments or agreements with respect to the acquisition of any business venture, and there can be no assurance that we will identify a business venture suitable for acquisition in the future. Further, we cannot assure that we will be successful in consummating any acquisition on favorable terms or that we will be able to profitably manage any business venture we acquire. Should we require additional capital, we may seek additional advances from officers, sell common stock or find other forms of debt financing.  ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.  Not required by smaller reporting companies.  ITEM 4T. CONTROLS AND PROCEDURES.  (a) Evaluation of Disclosure Controls and Procedures. The Companys management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Management conducted an evaluation of the effectiveness of the Companys internal control over financial reporting based on the criteria set forth in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management has concluded that the Companys internal control over financial reporting was effective as of March 31, 2008.  This quarterly report does not include an attestation report of the companys registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by the companys registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only managements report in this quarterly report.  (b) Changes in Internal Control over Financial Reporting. There were no changes in the Company's internal controls over financial reporting, known to the chief executive officer or the chief financial officer, that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.  PART II  OTHER INFORMATION  ITEM 1. LEGAL PROCEEDINGS.  None.  ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.  The Company filed a registration statement on Form SB-2 with the Securities and Exchange Commission to register up to 600,000 shares of common stock. The public offering price was $0.20 per share. The registration statement was declared effective on February 8, 2008. The Company completed its offering on March 14, 2008 and raised $110,000 from the sale of 550,000 shares of common stock. As of March 31, 2008, we had not expended any of the proceeds from our offering.  The following table sets forth our use of proceeds, as of May 12, 2008, from the sale of the 550,000 shares of common stock.  19    DescriptionProceedsTotal Proceeds$110,000Less Estimated Offering Expenses(45,000)Net Proceeds Available$65,000Use of Net ProceedsOffice rent$-0-Office equipment
Market research
Employee salaries
Working Capital-0-
-0-
-0-
-0-TOTAL NET PROCEEDS$65,000  ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.  None  ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.  No matters were submitted during the period covered by this report to a vote of security holders.  ITEM 5.  OTHER INFORMATION.  None  ITEM 6.  EXHIBITS  Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K.  Exhibit No.Title of DocumentLocation31.1Certification of the Principal Executive Officer/ Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002Attached32.1Certification of the Principal Executive Officer/ Principal Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*Attached  * The Exhibit attached to this Form 10-Q shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.   20   SIGNATURES  Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.  CHINA NORTHERN MEDICAL DEVICE, INC.   Date: May 13, 2008 By:/s/ Jinzhao Wu Jinzhao Wu, President and Chief Financial Officer   21