UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 
 FORM 10-Q 
  (Mark One)x

          

          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Quarterly Period Ended March 31, 2008 OR  o

          

          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File No. 0-51172 
 CARDIOVASCULAR BIOTHERAPEUTICS, INC. (Exact Name of Registrant as Specified in Its Charter)  Delaware

          

          33-0795984(State or Other Jurisdiction ofIncorporation or Organization)

          

          (I.R.S. EmployerIdentification No.)
 1635 Village Center Circle, Suite 250Las Vegas, Nevada (Address of Principal Executive Offices) 89134 (Zip Code) 702-839-7200 (Registrants Telephone Number, Including Area Code) 
 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 business reporting entity. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):  Large accelerated filer o

          

          Accelerated filer o

          

          Non-accelerated filer x

          

          Smaller Reporting Entity o
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x As of May 30, 2008, there were 154,090,709 shares of the Registrants common stock outstanding.
   TABLE OF CONTENTS

CARDIOVASCULAR BIOTHERAPEUTICS, INC.

FORM 10-Q

For the Quarter Ended March 31, 2008

INDEX



PagePart I.Financial Information





1Item 1.Financial Statements





1Balance Sheets as of December 31, 2007 and March 31, 2008 (Unaudited)





1Statements of Operations for the Three Months Period Ended March 31, 2007 and Three Months Period Ended March 31, 2008 and for the Period From March 11, 1998 (inception) to March 31, 2008 (Unaudited)





2Statements of Stockholders Deficit for the Period From March 11, 1998 (inception) to March 31, 2008 (Unaudited)





4Statements of Cash Flows for the Three Months Period Ended March 31, 2007 and 2008; and for the Period From March 11, 1998 (inception) to March 31, 2008 (Unaudited)





8Notes to Financial Statements (Unaudited)





9Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operations





50Item 3.Quantitative and Qualitative Disclosures About Market Risk





62Item 4.Controls and Procedures





63Part II.Other Information





65Item 1.Legal Proceedings





65Item 1A.Risk Factors





65Item 2.Unregistered Sales of Equity Securities and Use of Proceeds





67Item 3.Defaults Upon Senior Securities





67Item 4.Submission of Matters to a Vote of Security Holders





68Item 5.Other Information





68Item 6.Exhibits





68Signatures





72Ex-31.1Ex-31.2Ex-32 (Certifications required under Section 906 of the Sarbanes-Oxley Act of 2002)

iTABLE OF CONTENTS

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

CARDIOVASCULAR BIOTHERAPEUTICS, INC. (Formerly CARDIOVASCULAR GENETIC ENGINEERING, INC.) (A Development Stage Company) BALANCE SHEETS December 31, 2007 and March 31, 2008 (Unaudited)



December 31,2007

          

          March 31, 2008(Dollars in Thousands)ASSETSCurrent Assets:Cash and cash equivalents

          

          $

          310

          

          

          $

          11Restricted cash

          

          

          60

          

          

          

          61Due from an affiliate

          

          

          139

          

          

          

          61Prepaid and other current assets

          

          

          543

          

          

          

          56Total current assets

          

          

          1,052

          

          

          

          189Property and equipment, net of accumulated depreciation ($448 and $510, as of December 31, 2007 and March 31, 2008)

          

          

          662

          

          

          

          552Deferred financing costs, net of amortization ($1,503 and $1,513 as of December 31, 2007 and March 31, 2007)

          

          

          50

          

          

          

          40Other assets

          

          

          81

          

          

          

          23Total Assets

          

          

          $1,845

          

          

          

          $804LIABILITIES AND STOCKHOLDERS DEFICITCurrent Liabilities:Accrued interest payable

          

          $

          129

          

          

          $

          140Due to affiliates

          

          

          24

          

          

          

          Accounts payable (including $120 and $205 due to related parties at December 31, 2007 and March 31, 2008)

          

          

          3,625

          

          

          

          4,160Demand notes, net of current portion and net of debt discount of $432 and $5 as of December 31, 2007 and March 31, 2008

          

          

          1,068

          

          

          

          1,695Loans from Officers

          

          

          160

          

          

          

          160Accrued payroll and payroll taxes (including $238 and $418 due to related parties at Dec. 31, 2007 and March 31, 2008)

          

          

          519

          

          

          

          737Deferred rent

          

          

          215

          

          

          

          72Total current liabilities

          

          

          5,740

          

          

          

          6,964Derivative Liabilities:Convertible notes payable and embedded derivatives

          

          

          4,205

          

          

          

          6,132Warrants derivatives  Others

          

          

          4,118

          

          

          

          5,951Option derivatives  Others

          

          

          867

          

          

          

          1,040Total Liabilities

          

          

          $14,930

          

          

          

          $20,087Commitments and contingencies

          

          

          

          

          

          

          Stockholders Deficit:Convertible preferred stock, $0.001 par value; 10,000,000 shares authorized; 52,850 shares issued; and no shares outstanding at December 31, 2007 and March 31, 2008, respectively.

          

          

          

          

          

          

          Common stock, $0.001 par value, 400,000 shares authorized; 149,920 and 151,754 shares issued and outstanding at December 31, 2007 and March 31, 2008, respectively (shares in thousands)

          

          

          150

          

          

          

          152Committed common stock

          

          

          

          

          

          

          Additional paid in capital

          

          

          57,499

          

          

          

          59,949Deficit accumulated during the development stage

          

          

          (70,734 )

          

          

          

          (79,384

          )Total stockholders deficit

          

          

          (13,085 )

          

          

          

          (19,283

          )Total Liabilities and Stockholders Deficit

          

          

          $1,845

          

          

          

          $804

The accompanying notes are an integral part of these financial statements

1

TABLE OF CONTENTS

CARDIOVASCULAR BIOTHERAPEUTICS, INC. (Formerly CARDIOVASCULAR GENETIC ENGINEERING, INC.) (A Development Stage Company) STATEMENTS OF OPERATIONS (Unaudited)For the Three Months Period Ended March 2007, 2008 and March 11, 1998 (Inception) to March 31, 2008



For the Three Months Period EndedMarch 31,

          

          For the Period fromMarch 11, 1998(Inception) to March 31,20082007

          

          2008Operating expensesResearch and development(a)

          

          $

          1,614

          

          

          $

          1,042

          

          

          $

          23,846Selling, general and administrative(b)

          

          

          3,530

          

          

          

          1,709

          

          

          

          42,516Total operating expenses

          

          

          5,144

          

          

          

          2,751

          

          

          

          66,362Operating loss

          

          

          (5,144

          )

          

          

          (2,751

          )

          

          

          (66,362

          )Other income (expenses)Interest income

          

          

          100

          

          

          

          

          

          

          

          1,196Interest expense

          

          

          (3,220

          )

          

          

          (1,161

          )

          

          

          (20,813

          )Other expenses

          

          

          

          

          

          

          

          

          

          

          (5

          )Adjustments to fair value of derivatives

          

          

          (2,125

          )

          

          

          (3,130

          )

          

          

          (2,965

          )Adjustments to fair value of derivatives  other option & warrant derivative

          

          

          552

          

          

          

          (1,720

          )

          

          

          9,468Gain on lease termination

          

          

          

          

          

          

          112

          

          

          

          112Equity in loss of unconsolidated investee

          

          

          

          

          

          

          

          

          

          

          (15

          )Net other expenses

          

          

          (4,693

          )

          

          

          (5,899

          )

          

          

          (13,022

          )Net loss before Provision for Income Taxes

          

          

          (9,837)

          

          

          

          (8,650)

          

          

          

          (79,384)Provision for income taxes

          

          

          

          

          

          

          

          

          

          

          Net loss

          

          

          $(9,837)

          

          

          

          $(8,650)

          

          

          

          $(79,384)Loss per shareBasic loss per share

          

          $

          (0.08

          )

          

          $

          (0.06

          )Diluted loss per share

          

          $

          (0.08

          )

          

          $

          (0.06

          )Shares used to calculate loss per shareBasic

          

          

          127,162

          

          

          

          135,320Diluted

          

          

          127,162

          

          

          

          135,320(a)Research and development with related parties (Notes 3 and 12)          

          $

          683

          

          

          $

          469

          

          

          $

          8,720(b)General and Administrative with related parties (Notes 3 and 12)          

          $

          170

          

          

          $

          232

          

          

          $

          8,197

The accompanying notes are an integral part of these financial statements

2

TABLE OF CONTENTS

CARDIOVASCULAR BIOTHERAPEUTICS, INC. (Formerly CARDIOVASCULAR GENETIC ENGINEERING, INC.) (A Development Stage Company)   STATEMENTS OF STOCKHOLDERS DEFICIT (Unaudited) For the Period from March 11, 1998 (Inception) to March 31, 2008



Price Per Equity Unit

          

          Preferred Stock Series A, Convertible

          

          Common Stock

          

          Committed Stock

          

          Additional Paid-In Capital

          

          Accumulated DeficitDate/Note

          

          Shares

          

          Amount

          

          Shares

          

          Amount

          

          Total(In Thousands Except Price per Equity Unit Data)Balance, March 11, 1998(date of inception)

          

          

          

          

          

          

          

          

          

          

          

          

          

          $

          

          

          

          

          

          

          

          $

          

          

          

          

          

          

          

          $

          

          

          

          $

          

          

          

          $

          Issuance of common stock to founders

          

          

          (1

          )

          

          $

          0.001

          

          

          

          

          

          

          

          

          

          

          

          93,050

          

          

          

          93

          

          

          

          

          

          

          

          (92

          )

          

          

          

          

          

          

          1Issuance of common stock for cash

          

          

          7/9/1998

          

          

          

          0.10

          

          

          

          

          

          

          

          

          

          

          

          300

          

          

          

          

          

          

          

          

          

          

          

          30

          

          

          

          

          

          

          

          30Issuance of preferred stock for cash

          

          

          (1

          )

          

          

          9.85

          

          

          

          53

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          520

          

          

          

          

          

          

          

          520Net loss

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (568

          )

          

          

          (568

          )Balance, December 31, 1998

          

          

          

          

          

          

          

          

          

          

          53

          

          

          $

          

          

          

          

          93,350

          

          

          $

          93

          

          

          

          

          

          

          

          $458

          

          

          $

          (568

          )

          

          $

          (17

          )Issuance of common stock to founders

          

          

          (2

          )

          

          $

          0.001

          

          

          

          

          

          

          

          

          

          

          

          4,580

          

          

          

          5

          

          

          

          

          

          

          

          (5

          )

          

          

          

          

          

          

          Issuance of common stock for cash

          

          

          6/25/1999

          

          

          

          0.30

          

          

          

          

          

          

          

          

          

          

          

          67

          

          

          

          

          

          

          

          

          

          

          

          20

          

          

          

          

          

          

          

          20Issuance of common stock for cash

          

          

          6/25/1999

          

          

          

          0.30

          

          

          

          

          

          

          

          

          

          

          

          100

          

          

          

          

          

          

          

          

          

          

          

          30

          

          

          

          

          

          

          

          30Issuance of common stock for cash

          

          

          10/5/1999

          

          

          

          0.30

          

          

          

          

          

          

          

          

          

          

          

          340

          

          

          

          

          

          

          

          

          

          

          

          102

          

          

          

          

          

          

          

          102Issuance of stock options for services

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          82

          

          

          

          

          

          

          

          82Net loss

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (655

          )

          

          

          (655

          )Balance, December 31, 1999

          

          

          

          

          

          

          

          

          

          

          53

          

          

          $

          

          

          

          

          98,437

          

          

          $

          98

          

          

          

          

          

          

          

          $687

          

          

          $

          (1,223

          )

          

          $

          (438

          )Issuance of common stock to founders

          

          

          (3

          )

          

          $

          0.001

          

          

          

          

          

          

          

          

          

          

          

          2,120

          

          

          

          2

          

          

          

          

          

          

          

          (2

          )

          

          

          

          

          

          

          Issuance of common stock for cash

          

          

          12/21/2000

          

          

          

          0.4117

          

          

          

          

          

          

          

          

          

          

          

          8,750

          

          

          

          9

          

          

          

          

          

          

          

          3,593

          

          

          

          

          

          

          

          3,602Issuance of common stock for conversion of convertiblepreferred stock

          

          

          (4

          )

          

          

          0.10

          

          

          

          (2

          )

          

          

          

          

          

          

          150

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          Issuance of common stock for services

          

          

          (5

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          583

          

          

          

          1

          

          

          

          

          

          

          

          (1

          )

          

          

          

          

          

          

          Issuance of stock options for services

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          74

          

          

          

          

          

          

          

          74Net loss

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (2,233

          )

          

          

          (2,233

          )Balance, December 31, 2000

          

          

          

          

          

          

          

          

          

          

          51

          

          

          $

          

          

          

          

          110,040

          

          

          $

          110

          

          

          

          

          

          

          

          $4,351

          

          

          $

          (3,456

          )

          

          $

          1,005Issuance of common stock for cash

          

          

          8/10/2001

          

          

          

          0.80

          

          

          

          

          

          

          

          

          

          

          

          150

          

          

          

          

          

          

          

          

          

          

          

          120

          

          

          

          

          

          

          

          120Net loss

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (1,665

          )

          

          

          (1,665

          )Balance, December 31, 2001

          

          

          

          

          

          

          

          

          

          

          51

          

          

          $

          

          

          

          

          110,190

          

          

          $

          110

          

          

          

          

          

          

          

          $4,471

          

          

          $

          (5,121

          )

          

          $

          (540

          )Net loss

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (1,328

          )

          

          

          (1,328

          )Balance, December 31, 2002

          

          

          

          

          

          

          

          

          

          

          51

          

          

          $

          

          

          

          

          110,190

          

          

          $

          110

          

          

          

          

          

          

          

          $4,471

          

          

          $

          (6,449

          )

          

          $

          (1,868

          )Issuance of stock options for services

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          47

          

          

          

          

          

          

          

          47Issuance of warrants for services

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          120

          

          

          

          

          

          

          

          120Net loss

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (2,329

          )

          

          

          (2,329

          )Balance, December 31, 2003

          

          

          

          

          

          

          

          

          

          

          51

          

          

          $

          

          

          

          

          110,190

          

          

          $

          110

          

          

          

          

          

          

          

          $4,638

          

          

          $

          (8,778

          )

          

          $

          (4,030

          )Issuance of common stock for conversion of convertible notes

          

          

          (6

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          1,650

          

          

          

          2

          

          

          

          

          

          

          

          4,529

          

          

          

          

          

          

          

          4,531Conversion of convertible preferred stock

          

          

          (7

          )

          

          

          

          

          

          

          (28

          )

          

          

          

          

          

          

          810

          

          

          

          1

          

          

          

          2

          

          

          

          (3

          )

          

          

          

          

          

          

          Interest on benefit conversion feature

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          2,050

          

          

          

          

          

          

          

          2,050Issuance of stock options for services

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          79

          

          

          

          

          

          

          

          79Net loss

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (8,013

          )

          

          

          (8,013

          )Balance, December 31, 2004

          

          

          

          

          

          

          

          

          

          

          23

          

          

          $

          

          

          

          

          112,650

          

          

          

          $113

          

          

          

          $2

          

          

          

          $11,293

          

          

          $

          (16,791

          )

          

          $

          (5,383

          )

The accompanying notes are an integral part of these financial statements

3

TABLE OF CONTENTS

CARDIOVASCULAR BIOTHERAPEUTICS, INC. (Formerly CARDIOVASCULAR GENETIC ENGINEERING, INC.) (A Development Stage Company)   STATEMENTS OF STOCKHOLDERS DEFICIT (Unaudited)  continued For the Period from March 11, 1998 (Inception) to March 31, 2008



Price Per Equity Unit

          

          Preferred Stock Series A, Convertible

          

          Common Stock

          

          Committed Stock

          

          Additional Paid-In Capital

          

          Accumulated DeficitDate/Note

          

          Shares

          

          Amount

          

          Shares

          

          Amount

          

          Total(In Thousands Except Price per Equity Unit Data)Issuance of common stock for cash

          

          

          (8

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          1,725

          

          

          

          2

          

          

          

          

          

          

          

          14,709

          

          

          

          

          

          

          

          14,711Conversion of convertible notes

          

          

          (6

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          4,228

          

          

          

          4

          

          

          

          

          

          

          

          10,327

          

          

          

          

          

          

          

          10,331Conversion of convertiblepreferred stock

          

          

          (7

          )

          

          

          

          

          

          

          (23

          )

          

          

          

          

          

          

          4,325

          

          

          

          4

          

          

          

          (2

          )

          

          

          (2

          )

          

          

          

          

          

          

          Exercise of options

          

          

          (10

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          123

          

          

          

          

          

          

          

          

          

          

          

          83

          

          

          

          

          

          

          

          83Issuance of warrant for cash

          

          

          (9

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          Issuance of stock options for services

          

          

          (11

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          1,812

          

          

          

          

          

          

          

          1,812Warrants exercised

          

          

          (12

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          848

          

          

          

          1

          

          

          

          

          

          

          

          (1

          )

          

          

          

          

          

          

          Net loss

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (12,366

          )

          

          

          (12,366

          )Balance, December 31, 2005

          

          

          

          

          

          

          

          

          

          

          

          

          

          $

          

          

          

          

          123,899

          

          

          

          $124

          

          

          $

          

          

          

          

          $38,221

          

          

          $

          (29,157

          )

          

          

          $9,188Warrants exercised

          

          

          (12

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          89

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          Options and warrants derivative

          

          

          (14

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (12,278

          )

          

          

          

          

          

          

          (12,278

          )Reclassification of optionderivative for options exercise

          

          

          (16

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          1,318

          

          

          

          

          

          

          

          1,318Reclassification of conversion and interest conversion derivative on note conversion

          

          

          (18

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          1,332

          

          

          

          

          

          

          

          1,332Reclassification of interest conversion derivative on actual interest paid

          

          

          (17

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          482

          

          

          

          

          

          

          

          482Exercise of options

          

          

          (10

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          465

          

          

          

          

          

          

          

          

          

          

          

          230

          

          

          

          

          

          

          

          230Issuance of stock for services

          

          

          (13

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          Conversion of convertible notes

          

          

          (15

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          1,005

          

          

          

          1

          

          

          

          

          

          

          

          1,929

          

          

          

          

          

          

          

          1,930Stock based compensation

          

          

          (11

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          479

          

          

          

          

          

          

          

          479Net loss

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (5,571

          )

          

          

          (5,571

          )Balance, December 31, 2006

          

          

          

          

          

          

          

          

          

          

          

          

          

          $

          

          

          

          

          125,458

          

          

          

          $125

          

          

          $

          

          

          

          

          $31,713

          

          

          

          $(34,728)

          

          

          

          $(2,890)Exercise of options

          

          

          (10

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          440

          

          

          

          1

          

          

          

          

          

          

          

          131

          

          

          

          

          

          

          

          132Issuance of stock for services as independent directors

          

          

          (19

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          48

          

          

          

          

          

          

          

          

          

          

          

          48

          

          

          

          

          

          

          

          48Option and warrant derivative

          

          

          (14

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (279

          )

          

          

          

          

          

          

          (279

          )Conversion of convertible notes

          

          

          (15

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          19,151

          

          

          

          19

          

          

          

          

          

          

          

          14,203

          

          

          

          

          

          

          

          14,222Reclassification of conversion and interest conversion derivative on note conversion

          

          

          (18

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          6,455

          

          

          

          

          

          

          

          6,455Reclassification of interestconversion derivative on actual interest paid

          

          

          (17

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          585

          

          

          

          

          

          

          

          585Sale of common shares

          

          

          (20

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          3,650

          

          

          

          4

          

          

          

          

          

          

          

          3,256

          

          

          

          

          

          

          

          3,260Stock based compensation

          

          

          (11

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          574

          

          

          

          

          

          

          

          574Issuance of common stockforinterest payments

          

          

          (21

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          973

          

          

          

          1

          

          

          

          

          

          

          

          607

          

          

          

          

          

          

          

          608Issuance of warrant for cash

          

          

          (22

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          6

          

          

          

          

          

          

          

          6Issuance of common shares for services

          

          

          (23

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          200

          

          

          

          

          

          

          

          

          

          

          

          200

          

          

          

          

          

          

          

          200Net loss

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (36,006

          )

          

          

          (36,006

          )Balance, December 31, 2007

          

          

          

          

          

          

          

          

          

          

          

          

          

          $

          

          

          

          

          149,920

          

          

          

          $150

          

          

          $

          

          

          

          

          $57,499

          

          

          

          $(70,734)

          

          

          

          $(13,085)

The accompanying notes are an integral part of these financial statements

4

TABLE OF CONTENTS

CARDIOVASCULAR BIOTHERAPEUTICS, INC. (Formerly CARDIOVASCULAR GENETIC ENGINEERING, INC.) (A Development Stage Company)   STATEMENTS OF STOCKHOLDERS DEFICIT (Unaudited)  continued For the Period from March 11, 1998 (Inception) to March 31, 2008



Price Per Equity Unit

          

          Preferred Stock Series A, Convertible

          

          Common Stock

          

          Committed Stock

          

          Additional Paid-In Capital

          

          Accumulated DeficitDate/Note

          

          Shares

          

          Amount

          

          Shares

          

          Amount

          

          Total(In Thousands Except Price per Equity Unit Data)Exercise of options

          

          

          (10

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          60

          

          

          

          

          

          

          

          

          

          

          

          18

          

          

          

          

          

          

          

          18Stock based compensation

          

          

          (11

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          73

          

          

          

          

          

          

          

          73Option and Warrant Derivative

          

          

          (14

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          39

          

          

          

          

          

          

          

          39Conversion of convertible notes

          

          

          (15

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          800

          

          

          

          1

          

          

          

          

          

          

          

          799

          

          

          

          

          

          

          

          800Reclassification of conversion and interest conversion derivative on note conversion

          

          

          (18

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          655

          

          

          

          

          

          

          

          655Sale of common shares

          

          

          (20

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          825

          

          

          

          1

          

          

          

          

          

          

          

          741

          

          

          

          

          

          

          

          742Issuance of common stock for interest payments

          

          

          (21

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          149

          

          

          

          

          

          

          

          

          

          

          

          125

          

          

          

          

          

          

          

          125Issuance of warrant for cash

          

          

          (22

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          Net loss (unaudited)

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          (8,650

          )

          

          

          (8,650

          )Balance, March 31, 2008

          

          

          (11

          )

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          151,754

          

          

          

          152

          

          

          

          

          

          

          

          59,949

          

          

          

          (79,384)

          

          

          

          (19,283)




(1)

          Multiple transactions valued at the per share price in the year ended December 31, 1998.(2)

          Multiple transactions valued at the per share price in the year ended December 31, 1999.(3)

          Multiple transactions valued at the per share price in the year ended December 31, 2000.(4)

          Preferred stock converted to common stock.(5)

          Offering costs.(6)

          Multiple transactions at $2.00 and $4.00 in the year ended December 31, 2004 and 2005.(7)

          Multiple transactions at 100:1 conversion rate in the year ended December 31, 2004 and 2005.(8)

          Public offering of 1,725,000 common shares at $10.00 per share.(9)

          Underwriters warrants sold with the public offering.(10)

          Multiple employee option exercises (exercise price range $0.30-$2.00).(11)

          Stock options and warrants issued for services.(12)

          Warrants exercised (exercise price $0.80).(13)

          Issuance of 20 commemorative shares to directors and executives.(14)

          Reclassification of option and warrant derivatives from equity to liability in accordance with EITF 00-19.(15)

          Conversion of senior secured convertible notes and interest related to those notes at various prices. During the year ended December 31, 2007 and the three months period ended March 31, 2008, in addition to the period from March 11, 1998 (inception) to March 31, 2008, $14,222,486, $800,000, and $16,920,000 of senior secured convertible notes payable were converted into 19,150,903, 800,000 and 20,938,122 shares of uncommitted common stock, respectively. During the year ended December 31, 2007 and the three months period ended March 31, 2008, $607,811 and $124,890 of interest on senior secured convertible notes were paid with common stock.(16)

          Reclassification of option derivative from liability to equity for options exercised.(17)

          Reclassification of interest conversion derivative from liability to equity on interest paid in cash.(18)

          Reclassification of adjustment to embedded derivatives, conversion and interest conversion feature, from liability to equity for conversion of notes and interest related to those notes to common stock.(19)

          Issuance of stock for services as independent directors.(20)

          Sale of common stock at $1.00 each.(21)

          Issue of common stock for interest payments on senior secured notes.(22)

          Issue of warrants for cash.(23)

          Issuance of shares to a vendor as per contract terms.The accompanying notes are an integral part of these financial statements

5

TABLE OF CONTENTS

CARDIOVASCULAR BIOTHERAPEUTICS, INC. (Formerly CARDIOVASCULAR GENETIC ENGINEERING, INC.) (A Development Stage Company) STATEMENTS OF CASH FLOWS For the Three Months Period Ended March 31, 2007, 2008, and For The Period from March 11, 1998 (Inception) to March 31, 2008  (Unaudited)



Three Months Period Ended March 31,

          

          For the Period from March 11,1998 (Inception) toMarch 31,20082007

          

          2008(Dollars in Thousands)Cash flows from operating activities:Net loss

          

          $

          (9,837

          )

          

          $

          (8,650

          )

          

          $

          (79,384

          )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation

          

          

          69

          

          

          

          71

          

          

          

          525Abandonment of leasehold improvements(8)

          

          

          

          

          

          

          40

          

          

          

          40Termination of financing cost

          

          

          

          

          

          

          

          

          

          

          466Amortization of beneficial conversion feature

          

          

          

          

          

          

          

          

          

          

          2,050Amortization of deferred financing costs

          

          

          125

          

          

          

          10

          

          

          

          3,478Interest paid in common stock

          

          

          72

          

          

          

          125

          

          

          

          766Issue of stock options in kind

          

          

          

          

          

          

          

          

          

          

          200Stock based compensation and other payments

          

          

          56

          

          

          

          73

          

          

          

          3,220Stock issued for services rendered

          

          

          48

          

          

          

          

          

          

          

          48Warrants issued for services rendered

          

          

          401

          

          

          

          

          

          

          

          4,547Amortization of discount related to warrants derivatives

          

          

          199

          

          

          

          199

          

          

          

          1,611Amortization of discount related to conversion feature

          

          

          1,179

          

          

          

          30

          

          

          

          4,452Amortization of discount related to interest on conversion feature

          

          

          936

          

          

          

          24

          

          

          

          3,535Amortization of discount debts in connection with demand notes

          

          

          

          

          

          

          751

          

          

          

          826Adjustments to fair value of derivatives

          

          

          2,126

          

          

          

          3,130

          

          

          

          2,965Adjustments to fair value of derivatives  options and warrant derivatives

          

          

          (552

          )

          

          

          1,720

          

          

          

          (9,468

          )Equity in loss of unconsolidated investee

          

          

          

          

          

          

          

          

          

          

          15(Increase) decrease in:Due from affiliate

          

          

          19

          

          

          

          78

          

          

          

          (61

          )Prepaid and other current assets

          

          

          (60

          )

          

          

          487

          

          

          

          (56

          )Other assets(8)

          

          

          

          

          

          

          58

          

          

          

          (38

          )Increase (decrease) in:Due to affiliate

          

          

          (72

          )

          

          

          (24

          )

          

          

          Accounts payable(8)

          

          

          256

          

          

          

          535

          

          

          

          4,160Accrued payroll and payroll taxes

          

          

          (55

          )

          

          

          218

          

          

          

          737Accrued interest

          

          

          (116

          )

          

          

          11

          

          

          

          140Deferred rent(8)

          

          

          5

          

          

          

          (143

          )

          

          

          72Net cash used in operating activities(a)

          

          $

          (5,201

          )

          

          $

          (1,257

          )

          

          $

          (55,154

          )

6

TABLE OF CONTENTS

CARDIOVASCULAR BIOTHERAPEUTICS, INC. (Formerly CARDIOVASCULAR GENETIC ENGINEERING, INC.) (A Development Stage Company) STATEMENTS OF CASH FLOWS  continued For the Three Months Period Ended March 31, 2007, 2008, and For The Period from March 11, 1998 (Inception) to March 31, 2008  (Unaudited)



Three Months Period Ended March 31,

          

          For the Period from March 11,1998 (Inception) toMarch 31,20082007

          

          2008(Dollars in Thousands)Cash flows from investing activities:Purchase of restricted cash

          

          $

          (1

          )

          

          $

          (1

          )

          

          $

          (61

          )Purchase of property and equipment

          

          

          (57

          )

          

          

          (1

          )

          

          

          (1,117

          )Net cash used in investing activities(b)

          

          

          (58

          )

          

          

          (2

          )

          

          

          (1,178

          )Cash flows from financing activities:Proceeds from sale of preferred stock  Pre IPO

          

          

          

          

          

          

          

          

          

          

          520Proceeds from sale of common stock  Pre IPO

          

          

          

          

          

          

          

          

          

          

          3,904Proceeds from issuance of notes payables  Pre IPO

          

          

          

          

          

          

          

          

          

          

          14,092Proceeds from notes payable issued under Reg D  Pre IPO

          

          

          

          

          

          

          

          

          

          

          800Proceeds from sale of common stock  IPO

          

          

          

          

          

          

          

          

          

          

          15,548Proceeds from notes payable issued under Reg D  Post IPO

          

          

          

          

          

          

          

          

          

          

          20,000Net proceeds from sale of common shares under Reg S

          

          

          

          

          

          

          742

          

          

          

          4,392Financing cost for Reg S paid in cash

          

          

          

          

          

          

          

          

          

          

          (176

          )Proceeds from the issuance of warrants

          

          

          

          

          

          

          

          

          

          

          6Proceeds from exercise of options and warrants

          

          

          66

          

          

          

          18

          

          

          

          462Proceeds from issuance of demand notes

          

          

          

          

          

          

          200

          

          

          

          2,085Payment of demand notes

          

          

          

          

          

          

          

          

          

          

          (225

          )Payment of financing cost  private placements  Pre IPO

          

          

          (345

          )

          

          

          

          

          

          

          (4,199

          )Cash paid for deferred offering costs

          

          

          

          

          

          

          

          

          

          

          (866

          )Due to net increase (decrease) in affiliates

          

          

          

          

          

          

          

          

          

          

          Net cash (used in) provided by financing activities(c)

          

          

          (279

          )

          

          

          960

          

          

          

          56,343Increase (decrease) in cash and cash equivalents

          

          

          (5,538

          )

          

          

          (299

          )

          

          

          11Cash and cash equivalents at beginning of period

          

          

          8,503

          

          

          

          310

          

          

          

          Cash and cash equivalents at end of period

          

          

          $2,965

          

          

          

          $11

          

          

          

          $11Supplemental disclosure of cash flow informationInterest paid

          

          $

          557

          

          

          $

          10

          

          

          $

          3,862California Franchise Tax paid

          

          $

          

          

          

          $

          

          

          

          $

          6,000




(a)

          Including amount with related parties of $852,606, $700,761, and $16,917,029, respectively(b)

          Including amount with related parties of $0, $0 and $0, respectively(c)

          Including amount with related parties of $52,391, $(136,582), and $(4,122,734), respectivelySupplemental Disclosure of Non-Cash Financing Activities

(1)

          In February 2007, 48,000 shares were issued to the independent directors for their services.(2)

          In January 2007, the Company paid the interest on the convertible note in cash. The cash payment was valued using the Black-Scholes Model, resulting in a reclassification of $263,000 from liability to paid-in-capital.

7

TABLE OF CONTENTS

CARDIOVASCULAR BIOTHERAPEUTICS, INC. (Formerly CARDIOVASCULAR GENETIC ENGINEERING, INC.) (A Development Stage Company) STATEMENTS OF CASH FLOWS  continued For the Three Months Period Ended March 31, 2007, 2008, and For The Period from March 11, 1998 (Inception) to March 31, 2008  (Unaudited)

(3)

          In March 2006, 100,000 warrants, with an exercise price of $0.80, were exercised on a cashless basis in exchange for 89,116 shares of common stock. The remaining balance of $3.00 was paid in cash upon exercise of the warrants on a cashless basis.(4)

          In May 2006, 20 commemorative shares that had a total fair value of $122 were issued to the founders and the executives.(5)

          In December 2002, the Company disposed of fully depreciated assets with value of $6,026.(6)

          As of March 2008, 4,475,000 shares of common stock were sold at $1.00 per share.(7)

          In December 2007, 200,000 shares of common stock at $1.00 per share were issued to a vendor as per the consulting agreement for his consulting fees.(8)

          On March 11, 2008, the company terminated the lease in San Diego resulting in a non-cash Gain on Lease Termination of $112,046, in our Statement of Operations; which consists of a charge off for Abandonment of Leasehold Improvements of $39,919 in the Statement of Cash Flows. The other non-cash components of the Gain on Lease Termination include $141,137 of deferred rent, and forgiveness of $68,633 in accounts payable in exchange for the deposit amount of $57,805.(9)

          In addition, the amount of converted notes was valued using the Black-Scholes Model resulting in $655,109 of the embedded derivatives being reclassified from liability to paid in capital.(10)

          During the period ended December 31, 2005, 2,000,000 shares of committed common stock relating to the conversion of preferred shares in fiscal 2004 were issued.(11)

          As of March 2008, the company received gross proceeds of $825,000 in exchange for 825,000 shares of common stock towards the completion of the private placement. The stock issuance cost of $82,500 related to the private placement is being accrued and not yet paid as of March 31, 2008.

Three Months Period Ended

          

          For the Period from March 11, 1998 to March 31, 2008Supplemental Disclosure of Non-Cash Financing Activities

          

          March 31,2007

          

          March 31,20081)Number of shares of post-split adjusted common stock to founders          

          

          

          

          

          

          

          

          

          

          99,750,0002)Number of shares of post-split adjusted common stock for services          

          

          

          

          

          

          

          

          

          

          583,0003)Beneficial conversion feature in connection with issuance of convertible notes payable Series I, II, and IIa          

          

          

          

          

          

          

          

          

          $

          2,050,0004)Number of convertible preferred stock converted to common stock          

          

          

          

          

          

          

          

          

          

          52,8505)Convertible preferred stock converted to common stock  See line 4 above          

          

          

          

          

          

          

          

          

          

          5,285,0006)Convertible notes payable converted to common stock          

          

          

          

          

          

          

          

          

          $

          14,862,2007)Convertible notes payable converted to common stock  See line 6 above          

          

          

          

          

          

          

          

          

          

          5,877,5508)Amount of Senior secured convertible notes payable converted to uncommitted common stock          

          $

          3,493,266

          

          

          $

          800,000

          

          

          $

          16,920,0009)Senior secured convertible notes payable converted to uncommitted common  See line 8          

          

          3,653,980

          

          

          

          800,000

          

          

          

          20,938,12210)Amount of senior secured convertible notes payable converted to committed common          

          $

          

          

          

          $

          

          

          

          $

          11)Senior secured convertible notes payable converted to committed common  See line 10          

          

          

          

          

          

          

          

          

          

          12)Interest on Senior Secured notes paid in common stock          

          

          72,225

          

          

          

          124,890

          

          

          

          765,72913)Fair Market Value of warrants issued in connection with demand notes.          

          

          

          

          

          

          1,245,000

          

          

          

          1,245,000

8

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CARDIOVASCULAR BIOTHERAPEUTICS, INC. (Unaudited)   NOTES TO FINANCIAL STATEMENTS March 31, 2008

Note 1. Description of Business

CardioVascular BioTherapeutics, Inc. (formerly CardioVascular Genetic Engineering, Inc.) (Cardio, the Company, we, our or us) is a development stage biopharmaceutical company focused on developing and marketing protein drug candidates that are designed to be used in the treatment of cardiovascular disease. The Company was incorporated in Delaware on March 11, 1998 (Inception) as CardioVascular BioTherapeutics, Inc. Since inception, the Company has been engaged in research and development activities associated with bringing its products to market.

The information contained in this report is unaudited. CardioVascular BioTherapeutics, Inc. believes it reflects all adjustments necessary to establish the financial position and results of operations for the interim periods, in addition to providing a fair presentation of our operations and cash flows. All such adjustments are of a normal recurring nature. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principals (GAAP) in the United States of America, have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange
Commission.

These financial statements should be read along with the financial statements and notes that go along with our audited financial statements, as well as other financial information for the fiscal year ended December 31, 2007 as presented in our Annual Report on Form 10-K filed with the SEC on May 6, 2008. Financial presentations for prior periods have been reclassified to conform to current period presentations. The results of operations for the three months ended March 31, 2008 and cash flows for the three months ended March 31, 2008 are not necessarily indicative of the results that may be expected for the full fiscal year ending December 31, 2007.

Note 2. Managements Plan

The Company requires additional capital in order to continue its operations at the planned level. Here are selected information as of December 31, 2007 and March 31, 2008:



As ofDecember 31, 2007

          

          March 31, 2008(In Thousands)Cash and cash equivalent

          

          

          310

          

          

          

          11Restricted cash

          

          

          60

          

          

          

          61Stockholders deficit

          

          

          (13,085

          )

          

          

          (19,283

          )Net Loss

          

          

          (36,006

          )

          

          

          (8,650

          )

Historically, the Company has obtained external financing through public offerings, private placements of equity and private placements of convertible debt. The Company plans to raise additional capital through a private placement of common stock.

The Company is also taking actions to address both demand notes and long-term liquidity in the following ways:



          On April 24, 2008 the Company entered into an agreement with Mr. Phillip Frey Jr. to form Cardio Derma Clinical Partners (CDCP), an R&D Partnership. Mr. Frey, as sponsor and general partner, will fund a minimum of $1,000,000 and up to $5,000,000 of the clinical development of the Companys wound healing drug candidate. The Company is exploring other similar opportunities for partnerships and joint ventures for co-development, clinical trials, marketing and distribution.

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CARDIOVASCULAR BIOTHERAPEUTICS, INC. (Unaudited)   NOTES TO FINANCIAL STATEMENTS March 31, 2008

Note 2. Managements Plan   (continued)



          On March 18, 2008, the Company began a Private Placement of debt and warrants in an effort to raise up to $15,000,000 in promissory notes that mature within 18 months from the date of issuance. The notes are unsecured and serve as consideration for the issuance of warrants issued in conjunction with the notes. As of May 31, 2008, the Company has received gross proceeds of $1,025,800.

          On May 21, 2007, the Company entered into an agreement to sell 15,000,000 of the Companys common stock at a purchase price of $1.00 per share in connection with a Private Placement to the investor and certain other subscribers pursuant to a subscription agreement. As of December 31, 2007, the Company issued 3,650,000 shares and received gross proceeds in the amount of $3,650,000. The agreement, as amended, provides for commissions of 10% of the amount placed in addition to warrants to purchase 3,700,000 shares of the Companys common stock at an exercise price of $1.00 per share. The investor paid $3,700 for the warrants. The agreement, as amended, expired November 9, 2007. The Company has extended this agreement from November 9, 2007 to January 31, 2008 and, in addition, the Company has received an additional $825,000 in the period ended March 31, 2008.

          In late 2007 and the first quarter of 2008, the Company sold $1,700,000 in demand notes of which $1,500,000 was outstanding at March 31, 2008. Subsequent to March 31, 2008 the Company has sold an additional $370,000 of demand notes.

          Developing additional sources of debt and equity financing to satisfy the Companys current and future operating requirements.

          Pursuing opportunities for licensing of drug indications for co-development, clinical trials, marketing and distribution.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 financing or other potential sources. The lack of additional capital resulting from the Companys 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 the Companys 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.

Note 3. Transactions and Contractual Relationships with Affiliated Entities

The Company is a member of an affiliated group through common management that includes Phage Biotechnology Corporation (Phage), Cardio Phage International (CPI), Sribna Culya Biopharmaceuticals Inc. (Sribna), Proteomics Biopharmaceuticals Technologies Inc. (Proteomics), Zhittya Stem Cell Medical Research Company Inc. (Zhittya), Qure Biopharmaceuticals, Inc. (Qure), known collectively as the affiliates. The common management of the Company and Phage spend a sufficient amount of their time with the Company and Phage to satisfy the needs for the Company and Phage, and
the remaining balance to other interests.

Daniel C. Montano, John W. Jacobs and Mickael A. Flaa are, respectively, President/Chairman of the Board/Chief Executive Officer, Chief Operating Officer/Chief Scientific Officer, and Chief Financial Officer of both the Company and Phage. Upon completion of the public offering, Mr. Flaa and Dr. Jacobs joined the Companys Board of Directors. Daniel C. Montano is a principal stockholder in Cardio, Phage, Proteomics, Zhittya, and Qure. Daniel C. Montano, Dr. Thomas J. Stegmann and Dr. Jacobs are members of the Board of Directors of CPI. Mr. Grant Gordon, one of the Companys current Board members, is a member of the Board of Directors of CPI
and is CPIs President. Mr. Flaa, one of the Companys current Board members and the Companys CFO, is CPIs CFO.

10

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CARDIOVASCULAR BIOTHERAPEUTICS, INC. (Unaudited)   NOTES TO FINANCIAL STATEMENTS March 31, 2008

Note 3. Transactions and Contractual Relationships with Affiliated Entities   (continued)

The following are or were the business activities performed by each affiliate:

Active Affiliated Companies:



          Phage is a developer of recombinant protein pharmaceuticals; certain of the Companys officers and directors and the Company control percentages of the common stock of Phage;

Ownership in Phage

          

          Cardios Directors and Officers %

          

          Cardio %Percentage of ownership in Phage

          

          

          29.3

          

          

          

          4.3



          CPI is a distributor for the future products for both Cardio and Phage in locations throughout the world other than United States and Canada, Europe, Japan, and, with respect to Cardio only, the Republic of Korea, China, and Taiwan. Cardio and Phage each own approximately 43% of CPI and each has the right to appoint 45% of CPIs directors.Inactive Affiliated Companies:



          Sribna was developing a treatment for cancer utilizing cancer cell apoptosis (currently inactive);

          Proteomics was developing a non-injection method for medical protein (currently inactive);

          Zhittya was researching adult stem cells (currently inactive); and

          Qure was developing commercial medical applications (currently inactive); Qure owns less than 1% of the Companys common stock.During the period from 1999 through 2001, the Company entered into transactions with these entities affiliated with the Companys CEO (Proteomics, Zhittya, Qure and Sribna). These companies paid expenses on behalf of the Company aggregating $187,600. That amount was repaid without interest. These entities are all currently inactive. Additionally, Qure owns 630,000 shares of common stock of the Company.

In 2006, the Company became a co-sponsor of the Regenerative Medicine Organization, a non-profit educational organization that focuses on providing information and education to the healthcare community and the public about regenerative medicine.

Joint Patent Agreement

The Company entered into a joint patent agreement with Phage as of February 28, 2007 (the Joint Patent Agreement). The Company plans to develop and commercialize therapeutic methods related to the induction of angiogenesis or wound healing by administration of Fibroblast Growth Factor (FGF); and, Phage plans to develop and commercialize recombinant DNA methods for producing peptides/proteins. The Company and Phage entered into a joint patent ownership and license agreement dated as of August 16, 2004, which was later amended and restated as of May 23, 2006 (the Joint Ownership Agreement), pursuant to which Phage
granted the Company a 50% ownership interest in certain patents and patents applications listed in the Joint Ownership Agreement, as well as certain future patent rights, and the parties acknowledge that the Company would have exclusive rights within a defined field, while Phage would have exclusive rights outside that field. The Company and Phage superseded the Joint Ownership Agreement with the Joint Patent Agreement to specify those future patents and patent applications that are to be subject to joint ownership and to restate the licenses granted in the Joint Ownership Agreement. The Company and Phage acknowledge that the jointly owned and cross-licensed rights are vital to the parties respective plans for development and commercialization and further clarified the parties respective rights and provide for continued access to the necessary rights in the event of insolvency. In consideration for the grant of the exclusive right to the patent rights in the

11

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CARDIOVASCULAR BIOTHERAPEUTICS, INC. (Unaudited)   NOTES TO FINANCIAL STATEMENTS March 31, 2008

Note 3. Transactions and Contractual Relationships with Affiliated Entities   (continued)

field, the Company agreed to pay a 6% royalty to Phage on the net sales price of finished product to end customer or distributor. The rights and obligations set forth in the Joint Patent Agreement end upon the later of (a) the expiration of the last to expire jointly owned patent and (b) the abandonment of the last pending jointly owned patent application.

Currently it is the Companys intention to contract with Phage for manufacturing of its drug candidates for the ongoing FDA trials and for further commercial production. However, the Company has the right to and may choose to use a third party for manufacturing and is exploring additional contract manufacturers for its drug candidates.

Phage has provided the Company with administrative support in Phages research facility and billed the Company for Phages actual costs incurred plus the Companys pro-rata share (This is based on costs incurred for the Company as compared to total Phage overhead costs) of Phages overhead costs.

The Company paid Phage for technical development services and for manufacture of its drug candidates for clinical trials and some administrative services:



Three Months Period Ended March 31,

          

          For the Period from March 11, 1998 (Inception) to March 31, 20082007

          

          2008(In Thousands)Technical development services

          

          $

          543

          

          

          $

          324

          

          

          $

          5,831Administrative support provided by Phage

          

          $

          21

          

          

          $

          4

          

          

          $

          1,201

Phage has provided the Company with administrative support in Phages research facility and billed the Company for Phages actual costs incurred plus the Companys pro-rata share (This is based on costs incurred for the Company as compared to total Phage overhead costs) of Phages overhead costs.

Distribution Agreement

The Company and Phage have entered into a distribution agreement with CPI, a Bahamian company, to handle future distribution of the Companys drugs and any other products licensed to CPI when available for commercial distribution. CPIs territory is limited to areas other than the United States, Canada, Europe (defined as the Ural Mountains west including Iceland, excluding Turkey and Cyprus), Japan and with respect to the Company only, the Republic of Korea, the Republic of China and Taiwan. Phage and Cardio each own approximately 43% of the CPI outstanding stock and the companies have the right to each appoint 45% of the CPI board. The
Company has made no payments to CPI and does not anticipate making any payments in the near future.

As of December 31, 2003, the Company accounted for its 43% interest in Cardio Phage International (CPI) under the equity method. As of December 31, 2004, the Companys Statement of Operations includes a loss of $15,000, which represents the Companys equity in loss on its investment in CPI. The loss reduced the Companys investment in CPI to zero and, as a consequence, CPIs ongoing operations will not negatively affect the Companys future financial results. The Company has no obligation to fund future operating losses nor has any guarantees on any of CPIs obligations. There is no material difference between the
Companys carrying value for CPI and underlying equity in CPIs net assets. There is no quoted market price for CPIs net assets. There is no quoted market price for CPIs shares.

12

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CARDIOVASCULAR BIOTHERAPEUTICS, INC. (Unaudited)   NOTES TO FINANCIAL STATEMENTS March 31, 2008

Note 3. Transactions and Contractual Relationships with Affiliated Entities   (continued)

Royalty Agreement

The Company has entered into an agreement with Dr. Thomas J Stegmann, one of the Companys directors and Chief Medical Officer, whereby the Company will pay Dr. Stegmann a royalty of one percent of the Companys net revenue (as defined) from commercial sales of the Companys drugs in exchange for rights granted to the Company to utilize the results of Dr. Stegmanns German clinical trials. This agreement terminates on December 31, 2013. The Company has made no payments to Dr. Stegmann under this agreement.

Asia Exclusive Patent License and Distribution Agreement

On December 15, 2000, the Company entered into an agreement, which has been superseded by a new exclusive license agreement dated February 20, 2007, with Korea Biotechnology Development Co., Ltd. (KBDC) to commercialize its future products. The Company transferred to KBDC the rights to market its products for 99 years in all of the Republic of Korea, China, and Taiwan. The Company did this by exclusively licensing its patents to KBDC in Korea, China and Taiwan in the field of: any angiogenic or wound healing compositions and methods of use for which the Company has received marketing approval in the United States, Europe or Japan
(including in particular, but without limitation, all FGF species, fragments, derivatives, and analogs thereof), and methods of making the approved angiogenic or wound healing compositions, including any nucleic acid sequences encoding said compositions and any vectors and/or host cells comprising said nucleic acid sequences. The agreement further provides that any improvements, in the form of modifications to methods, processes, compositions or products within the license field, are the property of the Company, but shall be within the license granted. The parties shall inform each other in writing of any such improvements.

In exchange, KBDC arranged for the subscription for 8,750,000 of the Companys shares of Common Stock for $3,602,000 by Cardio Korea Co. Ltd. KBDC agreed to fund all of the regulatory approval process in the Republic of Korea for any of the Companys products.

In addition, KBDC agreed to pay a royalty of 10% of net revenues to the Company. The royalties will be paid for the life of the Joint Patent Agreement, then 9% thereafter. The agreement contemplates the expiration or abandonment of the licensed rights, at which point the royalty paid by KBDC is adjusted. Either party may terminate the agreement for material breach that is uncured 30 days after receipt of written notice.

Daniel C. Montano, the Companys chairman, owns 17% of KBDC and is a former member of the KBDC Board of Directors. KBDC invested $200,000 in each of Sribna, Proteonics and Zhittya and invested $60,000 in CPI.

Guaranty of Rental Agreements for Phage (Now Terminated)

On May 23, 2007, Canta Rana Ranch, L.P., a California limited partnership (Canta Rana), released CardioVascular BioTherapeutics, Inc. from its obligations under the Standard Lease Guaranty, executed by the Company on March 15, 2006, in connection with the Standard Industrial Net Lease, dated March 15, 2006, between Phage Biotechnology Corporation, a Delaware Corporation and Canta Rana. The Agreement Exchanging Lease Guaranties, executed by Canta Rana and the Company, among other parties, became effective on May 23, 2007 when the terms therein were satisfied and which effectiveness thereby terminated and superseded the Guaranty, which
released the Company of any and all obligations of Phage under the Phage Lease. Also in relation to the termination of the Guaranty, the Indemnity and Reimbursement Agreement, dated March 15, 2006, between the Company and Phage that was executed in exchange for the Guaranty, automatically terminated on May 21, 2007, the effective date of the exchange of guaranties referenced in the Agreement.

13

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CARDIOVASCULAR BIOTHERAPEUTICS, INC. (Unaudited)   NOTES TO FINANCIAL STATEMENTS March 31, 2008

Note 3. Transactions and Contractual Relationships with Affiliated Entities   (continued)

The Company entered into a Standard Lease Guaranty (the Lease Guaranty) dated March 15, 2006 with Canta Rana Ranch, L.P; a California limited partnership and Phage (the Lease Agreement). Phage is an affiliated private biotechnology company that manufactures recombinant protein drugs and is the Companys supplier of drug products. Pursuant to the Lease Guaranty, the Company guarantees full performance of all of Phages obligations under the Lease Agreement.

Terms of Rental Agreement Prior to Release on May 23, 2007

In exchange for the Companys guarantee of the Lease Agreement, Phage entered into an Indemnity and Reimbursement Agreement dated as of March 15, 2006. Phage will pay the Company certain fees payable on the first day of each calendar month that will be the sum of the following amounts (collectively, Guaranty Fees): (a) one-tenth (1/10th) of one percent (1%) of the remaining aggregate amount of the Minimum Monthly Rent due under the Lease Agreement from the period from May 1, 2006 to the expiration date of the Lease Agreement; and (b) one-tenth (1/10th) of one percent (1%) of the remaining aggregate amount of
Additional Rent due under the Lease Agreement following the payment of additional rent. Any amount of guaranty fees not paid by Phage on the first calendar day of each month shall accrue interest at the lesser of twelve percent (12%) per annum or the maximum rate allowable by law until paid.

If Phage defaulted on payment of the Minimum Monthly Rent or the Additional Rent, which monthly payments aggregate approximately $20,000, the Company was obligated pursuant to the Lease Guaranty to pay to the lessor the rents in default. Phage indemnified the Company for any amounts required to be paid by the Company pursuant to the Lease Guaranty in the Indemnity and Reimbursement Agreement dates as of March 15, 2006.

During August 2004, the Company guaranteed Phages obligations under a non-cancelable operating lease for laboratory and office space at the University of California Irvine Research Center. The lease was for 11,091 rentable square feet for the period March 1, 2004 through August 31, 2006 and provided for a monthly rent of approximately $35,500 plus shared building operating expenses. During 2004 and 2005, the Company subleased space from Phage for approximately $2,800 per month as part of the agreement for administrative services. The lease term expired September 30, 2006 without any event of default. The Companys guarantee expired along
with the expiration of the lease.

On March 15, 2006, the Company entered into a Standard Lease Guaranty (the Lease Guaranty) of the Standard Industrial Net Lease between Canta Rana Ranch, L.P., a California Limited Partnership and Phage (the Lease Agreement). Pursuant to the Lease Guaranty which was terminated on May 23, 2007. The Company guarantees full performance of all of Phages obligations under the Lease Agreement. (See note 14).

During August, 2006, the Company requested Phage conduct the pack-and-fill of the drug product for the PAD Phase I clinical trial. Phage obtained a third-party proposal as a benchmark for the pack-and-fill. The Company agreed to have Phage conduct the pack-and-fill provided Phage does not exceed the amount of the third-party proposal. Phage has completed the manufacturing run of a clinical lot of FGF-1 as of May 19, 2007. Phage has done the final fill of this product for the upcoming Phase I clinical trial in peripheral artery disease. Phage will continue to store the product at its facility until further instruction from Cardio. The Company has paid
$396,000 to Phage for this project as of September 30, 2007.

The Company entered into an engagement agreement with GHL Financial Services, Ltd. (GHL) on August 18, 2007 (the Engagement Agreement). Under the Engagement Agreement, GHL shall act as lead placement agent in the proposed offering, issuance and sale of the Companys securities, including the Securities issued and any future Securities issuances by the Company in connection with the Private Placement. In connection with its engagement, GHL will perform services which are normal and customary for a placement agent to perform in any transaction, including the Private Placement. Any financing arranged by GHL will be

14

TABLE OF CONTENTS

CARDIOVASCULAR BIOTHERAPEUTICS, INC. (Unaudited)   NOTES TO FINANCIAL STATEMENTS March 31, 2008

Note 3. Transactions and Contractual Relationships with Affiliated Entities   (continued)

as the Companys agent (on a best efforts basis) and not on an underwritten basis. The Company agrees to pay GHL 10% of aggregate gross proceeds received or to be received by the Company from the sale of the Companys securities in any transaction during the term for its services pursuant to the Engagement Agreement. GHL is responsible for paying commissions to sub-placing, if any, agents. The President of GHL is Grant Gordon, a director on the Companys Board of Directors since February 2005 and the son-in-law of Daniel C. Montano, the Chairman of the Board of Directors, President and Chief Executive Officer. Pursuant to the Engagement
Agreement between the Company and GHL, GHL earned a commission of $82,500 (10% of the aggregate purchase price of the common stock sold to the investor and the subscribers) in connection with the Private Placement, for the three months period ended March 31, 2008.

Guaranty from Daniel C. Montano

On March 20, 2006, Daniel C. Montano, the Companys Chairman, President and CEO, entered into a Guaranty Agreement whereby he guaranteed any and all obligations of the Company resulting from the sale on March 20, 2006 of $20,000,000 of senior secured notes and warrants. The guaranty remains in effect until the first date on which the Company receives revenue from the sale of the drugs in which FGF-1141 is the active pharmaceutical ingredient after such drug has been approved by the FDA provided that on such date the Company is not in default of any provisions of the obligations or triggering events contained in the agreements for the
senior secured notes and warrants and such default is not continuing. However, the guaranty will terminate upon the payment in full of the notes including conversion of the notes into the Companys common stock.

After the Companys obligations contained in the agreements for the senior secured notes and warrants have been paid in full, if Daniel C. Montano was required to make any payments pursuant to this guaranty prior to the payment in full of our obligations, the Company will reimburse Daniel C. Montano for any such payments plus simple interest at 7% per annum from the date of the advance by Daniel C. Montano to the date reimbursed by the Company.

Related Party Transactions



Three Months Period Ended March 31,

          

          For the Period from March 11, 1998 (Inception) to March 31, 2008Fees Paid to:

          

          2007

          

          2008(In Thousands)Daniel C. Montano (Chairman of the Board, President and Chief Executive Office)(a)

          

          $

          

          

          

          $

          

          

          

          $

          200Daniel C. Montano (Chairman of the Board, President and Chief Executive Office)(b)

          

          

          129

          

          

          

          120

          

          

          

          2,419Vizier Management Company(c)

          

          

          

          

          

          

          

          

          

          

          116GHL Financial Services Ltd. (GHL)(d)

          

          

          20

          

          

          

          108

          

          

          

          2,498Dr. Thomas Stegmann M.D. (the Companys Co-founder and Chief Medical Officer(a)

          

          

          120

          

          

          

          125

          

          

          

          2,115C.K. Capital International and C&K Capital Corporation(f)

          

          

          0

          

          

          

          

          

          

          

          1,763Dr. Wolfgang Priemer (the Companys founder)(e)

          

          

          20

          

          

          

          20

          

          

          

          382Total

          

          $

          289

          

          

          $

          373

          

          

          $

          9,493

15

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CARDIOVASCULAR BIOTHERAPEUTICS, INC. (Unaudited)   NOTES TO FINANCIAL STATEMENTS March 31, 2008

Note 3. Transactions and Contractual Relationships with Affiliated Entities   (continued)




a)

          Consulting fees.b)

          Employment Services.c)

          Vizier Management Company is controlled by Daniel C. Montano. The Company paid Vizier for consulting.d)

          A director is a principal and owns 4.12% of the Company for the overseas sale of the Companys convertible notes payable and Preferred Stock.e)

          Fees were paid for assisting the Company with the European Compliance Committee which monitors the Companys activities in Europe from the legal, regulatory and tax compliance perspectives.f)

          C.K. Capital International and C&K Capital Corporation are controlled by Alex Montano, son of Daniel C. Montano.Note 4. Summary of Significant Accounting Policies

Development Stage Enterprise

The Company is a development stage company as defined in Statement of Financial Accounting Standards (SFAS) No. 7, Accounting and Reporting by Development Stage Enterprises. The Company is devoting substantially all of its present efforts to its formation, fundraising and product development and approval. Its planned principal operations of selling its pharmaceutical products have not yet commenced. For the period from March 11, 1998 (inception) through March 31, 2008 (unaudited), the Company has accumulated a deficit of approximately $79.6 million. There can be no assurance that the Company will; (a) have sufficient funds
available to complete its research and development programs or (b) be able to commercially manufacture or market any products in the future, (c) be successful to attain significant future revenue, (d) or that any sales will be profitable. The Company expects operating losses to increase for at least the next several years due principally to the anticipated expenses associated with the proposed product development, clinical trials and various research and development activities.

Stock Split

In February 2004, the Board of Directors approved, with the approval of the shareholders, a 100-to-1 common stock split. The accompanying financial statements and notes to the financial statements have been retrospectively restated to reflect this split.

Use of Estimates

In preparing financial statements in conformity with generally accepted accounting principles, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates relate to compensation expense for options, warrants and common stock issued for services.

Cash and Cash Equivalents

For purposes of the statements of cash flow, the Company considers all highly liquid investments purchased with original maturity of three months or less to be cash equivalents.

Restricted Cash

The restricted cash is required as collateral for the Companys credit card facilities.

Property and Equipment

Property and equipment are recorded at cost less accumulated depreciation. Depreciation is computed by the straight-line method over the estimated useful life of the related asset, which management believes is 3 to

16

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CARDIOVASCULAR BIOTHERAPEUTICS, INC. (Unaudited)   NOTES TO FINANCIAL STATEMENTS March 31, 2008

Note 4. Summary of Significant Accounting Policies   (continued)

5 years. Expenditures for maintenance and repairs are charged to expense as incurred, whereas major betterments and renewals are capitalized.

Deferred Rent

The Company accounts for property leases with escalation provisions and tenant improvement allowances on a straight-line basis, resulting in a consistent charge to the Statement of Operations over the life of the lease. In the early years of the lease, the Company recognizes a liability for excess straight-line amounts over the actual rent paid. This liability begins to reduce in the later years of the lease.

Income Taxes

The Company utilizes SFAS No. 109, Accounting for Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are
established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Effective January 1, 2007, we adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes  An Interpretation of FASB Statement No. 109 (FIN 48) FIN 48 contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more
than 50% likely of being realized upon ultimate settlement. We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments. At the adoption date of January 1, 2007, we did not record any liabilities for uncertain tax position.

Fair Value of Financial Instruments

The Company measures its financial assets and liabilities in accordance with generally accepted accounting principles. For specific Company financial instruments, including cash and cash equivalents, accounts payable and accrued expenses, and accrued compensation, the carrying amounts approximate fair value due to their short maturities.

Valuation of Derivative Instruments

FAS No. 133, Accounting for Derivative Instruments and Hedging Activities, requires bifurcation of embedded derivative instruments and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes Model. Derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as an Adjustment to Fair Value of Derivatives. In addition, the fair values of freestanding derivative instruments such as warrants are valued using the Black-Scholes Model.

Research and Development Costs

The Company accounts for research and development costs in accordance with SFAS No. 2, Accounting for Research and Development Costs. Research and development costs are charged to operations as incurred. Research and development costs consist of expenses incurred by third party consultants, contractors, clinical research organizations and suppliers in support of pre-clinical research and FDA clinical trials.

17

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CARDIOVASCULAR BIOTHERAPEUTICS, INC. (Unaudited)   NOTES TO FINANCIAL STATEMENTS March 31, 2008

Note 4. Summary of Significant Accounting Policies   (continued)

Non-Monetary Transactions

Common stock issued for goods or services is recorded at estimated market value of the common stock issued or the services performed, whichever is more readily determinable.

Deferred Financing Costs

Costs incurred in connection with the issuance of debt instruments are capitalized as deferred financing costs. These costs primarily include commissions paid to the placement agent. Deferred financing costs are capitalized and amortized over the term of the related debt using the straight-line method and as redemptions occur the Company charges off a proportional amount of the original deferred financing costs to interest expense. This combined method of amortizing debt discount approximates the effective interest method.



As ofDecember 31, 2007

          

          March 31, 2008(In Thousands)Deferred financing costs

          

          $

          1,553

          

          

          $

          1,553Amortization of the deferred costs

          

          

          (1,503

          )

          

          

          (1,513

          )Deferred financing cost, net of amortization

          

          $

          50

          

          

          $

          40

Concentrations of Credit Risk

The Company places its cash and cash equivalent with high quality financial institutions and at times they may exceed the Federal Deposit Insurance Corporation $100,000 insurance limit. As of December 31, 2007 and March 31, 2008, uninsured portion of cash is as follow:



As ofDecember 31, 2007

          

          March 31, 2008(In Thousands)Uninsured Cash

          

          $

          207

          

          

          $

          0

Loss per Share

The Company calculates loss per share in accordance with SFAS No. 128, Earnings per Share. Basic loss per share is computed by dividing the loss available to common shareholders by the weighted-average number of common shares outstanding. 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. Due to the Company incurring net losses, basic and diluted loss per share are the same.

The following potential common shares have been excluded from the computation of diluted net loss per share for the three months period ended December 31, 2007 and March 31, 2008 since their effect would have been anti-dilutive:



As ofDecember 31,2007

          

          March 31,2008(Shares in Thousands)Stock options

          

          

          858

          

          

          

          1,346Warrants

          

          

          

          

          

          

          2,936Convertible notes payable

          

          

          1,327

          

          

          

          636

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CARDIOVASCULAR BIOTHERAPEUTICS, INC. (Unaudited)   NOTES TO FINANCIAL STATEMENTS March 31, 2008

Note 4. Summary of Significant Accounting Policies   (continued)

Stock-Based Compensation

In December 2004, the FASB issued Share Based Payment SFAS 123 (R) and in March 2005 the SEC issued Staff Accounting Bulletin SAB No. 107. The Company has applied and adopted the provisions of these documents. The Company has used the Black-Scholes Model to estimate the fair value of stock options granted to employees and consultants since its inception and therefore, this method represents no significant change in the Companys accounting for options and warrant issuances.

SFAS 123(R) requires companies to estimate the fair value of share based payment awards to employees and directors on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Companys Statements of Operations. Prior to the adoption of SFAS 123(R), the Company accounted for stock-based awards to employees and directors using the method as allowed under SFAS No. 123,Accounting for Stock-Based Compensation (SFAS 123).

The Company adopted SFAS 123(R) using the modified prospective transition method, which requires the application of the accounting standard as of January 1, 2006. Based on the terms of its plans, the Company did not have a cumulative effect related to its plans. The Company also elected to continue to estimate the fair value of stock options using the Black-Scholes Model. The Black-Scholes Model is a financial model in determining the fair value of a stock option using calculation based on a defined set of assumptions. Since the Companys policy has always been to expense the issuance of options using the fair value based method using the
Black-Scholes Model, there is no difference in the basic and diluted loss per share.

Stock-Based Compensation  Options and Warrants:



Three Months Period Ended March 31,2007

          

          2008(In Thousands)Research and development

          

          $

          34

          

          

          $

          34General and administration

          

          

          22

          

          

          

          38Total Stock-based compensation expense (options)

          

          

          56

          

          

          

          72Stock-based compensation (warrants)

          

          

          401

          

          

          

          Stock-based compensation expense

          

          $

          457

          

          

          $

          72

The Company determined the fair value of share based payment awards to employees and directors on the date of grant using the Black-Scholes Model, which is affected by the Companys stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to the Companys expected stock price volatility over the term of the awards. Prior to 2006, when valuing awards, the Company used the Awards contractual term as a proxy for its expected terms. For new grants after December 31, 2005, the Company estimated an expected term using the safe harbor provisions
provided in SAB 107. The Company used historical data to estimate forfeitures, of which the Company estimated to be none.

The Company has elected to adopt the detailed method provided in SFAS 123(R) for calculating the beginning balance of the additional paid-in capital pool (APIC pool) related to the tax effects of employee stock-based compensation and to determine the subsequent impact on the APIC pool and Statements of Cash Flows of the tax effects of employee stock-based compensation awards that are outstanding upon adoption of SFAS 123(R).

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CARDIOVASCULAR BIOTHERAPEUTICS, INC. (Unaudited)   NOTES TO FINANCIAL STATEMENTS March 31, 2008

Note 4. Summary of Significant Accounting Policies   (continued)

Recently Issued Accounting Pronouncements

In January 2008, the SEC released SAB No. 110, which amends SAB No. 107 which provided a simplified approach for estimating the expected term of a plain vanilla option, which is required for application of the Black-Scholes-Model (and other models) for valuing share options. At the time, the Staff acknowledged that, for companies choosing not to rely on their own historical option exercise data (i.e., because such data did not provide a reasonable basis for estimating the term), information about exercise patterns with respect to plain vanilla options granted by other companies might not be available in the near term; accordingly, in SAB
No. 107, the Staff permitted use of a simplified approach for estimating the term of plain vanilla options granted on or before December 31, 2007. The information concerning exercise behavior that the Staff contemplated would be available by such date has not materialized for many companies. Thus, in SAB No. 110, the Staff continues to allow use of the simplified rule for estimating the expected term of plain vanilla options until such time as the relevant data do become widely available. The Company has adopted SAB 110.

In December 2007, the FASB issued FASB Statement No 141(R) which replaces FASB Statement No. 141,Business Combinations. This Statement retains the fundamental requirements in Statement 141 that the acquisition method of accounting (which Statement 141 called thepurchase method) be used for all business combinations and for an acquirer to be identified for each business combination. This Statement defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date that the acquirer achieves control. Statement 141 did not define the acquirer, although it
included guidance on identifying the acquirer, as does this Statement. This Statements scope is broader than that of Statement 141, which applied only to business combinations in which control was obtained by transferring consideration. By applying the same method of accounting  the acquisition method  to all transactions and other events in which one entity obtains control over one or more other businesses, this Statement improves the comparability of the information about business combinations provided in financial reports. The company does not believe SFAS No 141 will have a significant impact on its financial position or results of operations.

In December 2007, the FASB issued FASB Statement No 160 which mends ARB 51 to establish accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a non-controlling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Before this Statement was issued, limited guidance existed for reporting non-controlling interests. This Statement requires expanded disclosures in the consolidated financial statements that clearly identify and distinguish between the interests of the
parents owners and the interests of the non-controlling owners of a subsidiary. Those expanded disclosures include a reconciliation of the beginning and ending balances of the equity attributable to the parent and the non-controlling owners and a schedule showing the effects of changes in a parents ownership interest in a subsidiary on the equity attributable to the parent. This Statement therefore improves the completeness, relevance, and transparency of the information provided in the consolidated financial statements. The company does not believe SFAS No 160 will have a significant impact on its financial position or results of operations.

In February 15, 2007, the FASB issued FASB Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities was issued which included an Amendment of FASB Statement No. 115. This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. This option is available to all entities, including not-for-profit organizations. Most of the provisions in Statement 159 are elective; however, the amendment to FASB Statement No. 115, Accounting for Certain Investments in Debt and Equity Securities, applies to all entities with available-for-sale and trading securities. Some requirements
apply differently to entities that do not report net income. The FASBs stated objective in issuing this standard is as follows: to improve financial reporting by providing entities with the opportunity

20

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CARDIOVASCULAR BIOTHERAPEUTICS, INC. (Unaudited)   NOTES TO FINANCIAL STATEMENTS March 31, 2008

Note 4. Summary of Significant Accounting Policies   (continued)

to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. The fair value option established by Statement 159 permits all entities to choose to measure eligible items at fair value at specified election dates. A business entity will report unrealized gains and losses on items for which the fair value option has been elected in earnings (or another performance indicator if the business entity does not report earnings) at each subsequent reporting date. A not-for-profit organization will report unrealized gains and losses in its statement
of activities or similar statement. The fair value option: (a) may be applied instrument by instrument, with a few exceptions, such as investments otherwise accounted for by the equity method; (b) is irrevocable (unless a new election date occurs); and (c) is applied only to entire instruments and not to portions of instruments. The Company does not believe SFAS No. 159 will have an immediate significant impact on its financial position or results of operations.

Note 5. Cash, Cash Equivalent and Restricted Cash

Cash, cash equivalents and restricted cash consisted of the following at December 31, 2007 and March 31, 2008 (Unaudited):



As ofDecember 31,2007

          

          March 31,2008(In Thousands)Cash in bank

          

          $

          310

          

          

          $

          11Restricted cash

          

          

          60

          

          

          

          61Total

          

          $

          370

          

          

          $

          72

Note 6. Prepaid and Other Current Assets

Prepaid assets consisted of the following at December 31, 2007 and March 31, 2008 (Unaudited):



As ofDecember 31,2007

          

          March 31,2008(In Thousands)Prepaid clinical trial costs

          

          $

          184

          

          

          $

          22Prepaid insurance

          

          

          75

          

          

          

          Prepaid professional and legal fees

          

          

          10

          

          

          

          9Prepaid and current assets (other)

          

          

          274

          

          

          

          25Total

          

          $

          543

          

          

          $

          56

Note 7. Property and Equipment

Property and equipment consisting of the following at December 31, 2007 and March 31, 2008 (Unaudited):



As ofDecember 31,2007

          

          March 31,2008(In Thousands)Furniture, fixtures, computer software, and equipment

          

          $

          737

          

          

          $

          738Scientific equipment

          

          

          85

          

          

          

          86Leasehold improvements

          

          

          288

          

          

          

          238Less accumulated depreciation

          

          

          (448

          )

          

          

          (510

          )Property and equipment net of accumulated depreciation

          

          $

          662

          

          

          $

          552

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CARDIOVASCULAR BIOTHERAPEUTICS, INC. (Unaudited)   NOTES TO FINANCIAL STATEMENTS March 31, 2008

Note 7. Property and Equipment   (continued)

Depreciation expense (in thousands) for the periods ended March 31, 2007, 2008, and the period from March 11, 1998 (inception) to March 31, 2008 were $69, $71 and $525 respectively.

Note 8. Due to and from Affiliates

Due to/from Affiliates at December 31, 2007 and March 31, 2008 Consisting of the Following:



As ofDecember 31, 2007

          

          March 31, 2008(In Thousands)Due to Phage

          

          $

          (24

          )

          

          $

          Due from Phage

          

          

          139

          

          

          

          61Total

          

          $

          115

          

          

          $

          61

Note 9. Demand Notes With Stock Purchase Warrants

In the period ended March 31, 2008 the Company sold an additional $500,000 which includes $300,000 of notes issued in 2007 which were redeemed and reissued in 2008. The Company issued unsecured demand notes to investors during the year ended December 31, 2007 in exchange for gross proceeds of $1,575,000 and net proceeds of $1,533,000 in cash. Some of these notes were issued with detachable warrants. These demand notes have various interest rate terms ranging from 10% to 16%. At March 31, 2008, $57,315 of interest was accrued for these notes. These notes are due upon demand, and not due until demand is made. Commissions earned for the sale of these
notes was $42,000, of which $12,000 was earned by a related party. The Company issued unsecured demand notes to principal officers during the year ended December 2007. At March 31, 2008 there were $160,000 of notes issued to principal officers which have no stated maturity and have an interest at a rate of 6%per annum. The interest accrued on these notes to the principal officers is $5,372.



Demand Notes

          

          Demand Notes Issued

          

          Warrants Issued

          

          Fees Paid

          

          Interest%

          

          Repayment of the Demand Notes

          

          Demand Notes Outstanding as of December 31, 2007

          

          Demand NotesOutstandingas ofMarch 31,2008Notes due to Officers

          

          $

          310,000

          

          

          

          

          

          

          

          

          

          

          

          6

          %

          

          $

          150,000

          

          

          $

          160,000

          

          

          $

          160,000



Demand Notes

          

          Demand Notes Issued

          

          Warrants Issued

          

          Fees Paid

          

          Interest%

          

          Repayment of the Demand Notes

          

          Demand Notes Outstanding as of December 31, 2007

          

          Demand NotesOutstandingas ofMarch 31,2008Note issued without warrants in 2007

          

          

          175,000

          

          

          

          

          

          

          

          42,000

          

          

          

          10  81

          %

          

          

          75,000

          

          

          

          100,000

          

          

          

          100,000Notes issued with detached warrants in 2007

          

          

          1,400,000

          

          

          

          1,400,000

          

          

          

          

          

          

          

          10  16

          %

          

          

          

          

          

          

          1,400,000

          

          

          

          1,400,000Notes issued with detached warrants in 2008

          

          

          500,000

          

          

          

          500,000

          

          

          

          

          

          

          

          10  16

          %

          

          

          300,000

          

          

          

          

          

          

          

          200,000Total notes outstanding

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          $

          1,500,000

          

          

          $

          1,700,000Accrued interest

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          $

          57,315

          

          

          $

          5,372

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CARDIOVASCULAR BIOTHERAPEUTICS, INC. (Unaudited)   NOTES TO FINANCIAL STATEMENTS March 31, 2008

Note 9. Demand Notes With Stock Purchase Warrants   (continued)

Debt Discount on Demand Notes

The debt discount is for the fair value of the warrants issued with the demand notes. The debt discount is being amortized on a straight line basis over the life of the notes estimated to be 42 to 91 days. At March 31, 2008, the unamortized debt discount associated with these warrants is approximately $5,451.

The warrants are for the purchase of 1,900,000 shares of the Companys common stock at $1.00 per share. The warrants have a term of five years and are exercisable upon issue. The Company allocated the fair value of the warrants against the amount of the Notes. The relative fair value of the warrants was determined to be approximately $1,245,000, which was determined using the Black-Scholes Model, was recorded as additional paid-in capital and reduced the carrying value of the notes (see (a) below). The discount on debt is being amortized to interest expense over the initial term of the notes. The Black-Scholes Model calculation incorporated the
following assumptions in the table summarized at March 31, 2008:



Year

          

          Warrants Issued for Purchase of Common Stock

          

          Estimated Fair Market Value

          

          Exercise Price per Share ($)

          

          Expected Life (Years)

          

          Risk Free Interest%

          

          Approximate Volatility%

          

          Initial Term Days

          

          Amortization for the Three Months Ended March 31, 20072007

          

          

          1,400,000

          

          

          

          507,000

          

          

          

          1

          

          

          

          5

          

          

          

          3.28 - 3.99%

          

          

          

          63.34 - 64.05%

          

          

          

          42 - 91

          

          

          

          431,6982008

          

          

          500,000

          

          

          

          325,000

          

          

          

          1

          

          

          

          5

          

          

          

          2.80 - 3.18%

          

          

          

          64.11 - 64.12%

          

          

          

          42 - 91

          

          

          

          319,549Total

          

          

          1,900,000

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          751,247



December 31, 2007

          

          March 31, 2008

          

          For the Period from March 11, 1998 (Inception) to March 31, 2008(In Thousands)Amortization of Debt discount on demand notes

          

          $

          75

          

          

          $

          751

          

          

          $

          826Total

          

          $

          75

          

          

          $

          751

          

          

          $

          826



For the three months ended March 31, 2008, debt discount of $751,247 was amortized to interest expense.

The warrants associated with the notes were fair valued upon their issuance, December 31, 2007 and again on March 31, 2008. The following table explains these transactions and their subsequent net increase or decrease recorded through results of operations as income (loss) to adjustment to fair value of derivatives through March 31, 2008.

The Company revalues the derivatives at the end of each quarter to determine if the values of these derivatives have changed from period to period, until the notes are redeemed or converted. An increase in value of these derivatives will result in the Company having to record an expense to the Adjustment to Fair Value of Derivatives on the Statement of Operations. Conversely, a decrease in the value of these derivatives will result in the Company having to record income to the Adjustment to Fair Value of Derivatives on the Statement of Operations.

In accordance with FAS 133, Accounting for Derivative Instruments and Hedging Activities, EITF 00-19, Accounting for Derivative Financial Instruments Indexed to and Potentially Settled in a Companys Own Stock, and EITF 05-04, The Effect of a Liquidated Damages Clause on a Freestanding Financial Instrument Subject to EITF Issue No. 00-19, the amounts allocated to the warrant represent a derivative liability that has been recorded in the accompanying balance sheet at March 31, 2008.

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CARDIOVASCULAR BIOTHERAPEUTICS, INC. (Unaudited)   NOTES TO FINANCIAL STATEMENTS March 31, 2008

Note 9. Demand Notes With Stock Purchase Warrants   (continued)



Change Period

          

          Fair Valued at Issuance to December 31, 2007

          

          Fair Valued from Issuance to March 31, 2008

          

          Net Change in Fair Value Between Periods(In Thousands)Total fair value of derivatives at respective periods

          

          $

          658

          

          

          $

          1,245

          

          

          $

          (587

          )

The following table summarizes the assumptions used to measure the fair value of derivatives:



Derivatives

          

          Dividend Yield%

          

          ExpectedVolatility%

          

          Risk-FreeInterest%

          

          Expected Life (Years)

          

          CVBT Stock PriceWarrant derivative:At Issuance

          

          

          

          

          

          

          63.34 - 64.12

          

          

          

          3.28  3.99

          

          

          

          4.85  5.00

          

          

          $

          0.53  0.88As of December 31, 2007

          

          

          

          

          

          

          64.12

          

          

          

          3.45

          

          

          

          4.95

          

          

          $

          0.88As of March 31, 2008

          

          

          

          

          

          

          96.16

          

          

          

          2.46  3.18

          

          

          

          4.60  4.75

          

          

          $

          0.92  1.15

Note 10. Convertible Notes Payable

Convertible Senior Secured Notes

On March 20, 2006, the Company entered into a Securities Purchase Agreement with accredited investors for the issue of an aggregate of $20,000,000 principal amount of convertible notes with offering costs of $1,553,000 representing approximately 7.8% of the principal amount. In connection with the closing of the sale of the notes, the Company received net proceeds of $18,447,000. The fixed conversion price of the Senior Secured Notes, the number of shares and exercise price of the warrants are subject to an adjustment according to provisions in the Securities Purchase Agreement. On May 21, 2007, the Company entered into an agreement to sell
15,000,000 of the Companys common stock at a purchase price of $1.00 per share in connection with a Private Placement to the investor and certain other subscribers pursuant to a subscription agreement. This transaction triggered the adjustment provisions in the Securities Purchase Agreement; and thus the fixed conversion price of $12.00 in the Senior Secured Notes and the exercise price of $8.50 for the warrants (original terms) were both reset to $1.00 per share as of May 21, 2007 (re-pricing), subject to anti-dilution and other customary adjustments. All other terms of the Senior Secured Notes remain unchanged.

As of March 31, 2008, the Company had $3,080,000 principal amount outstanding of such convertible notes, which was convertible at the option of the holders into 3,080,000 shares of common stock based on the re-set Fixed Conversion Price of $1.00 per share. However, the notes are convertible at 94% of the average of the preceding five days weighted average trading price, if the result is lower than $1 per share. Conversion of the senior secured notes into the Companys common stock at other than the Fixed Conversion Price is limited to no more than 10% of the original $20,000,000 note balance per month. The notes mature in March 2009, and
bear a resetting floating interest rate of three months LIBOR plus 7%. Substantially all of the Companys assets secure the notes.

24

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CARDIOVASCULAR BIOTHERAPEUTICS, INC. (Unaudited)   NOTES TO FINANCIAL STATEMENTS March 31, 2008

Note 10. Convertible Notes Payable   (continued)

The following table summarizes convertible notes discounts and derivative values outstanding at March 31, 2008:



(In Thousands)Convertible notes at face value at March 20, 2006

          

          $

          20,000Notes converted into common stock

          

          

          (16,920

          )Convertible notes at face value at March 31, 2008

          

          

          3,080Discount on notes:Embedded derivatives

          

          

          (8,196

          )Warrant derivatives

          

          

          (2,383

          )Net convertible notes on March 31, 2008

          

          

          (7,499

          )Amortization of discount from derivatives

          

          

          9,597Convertible notes at March 31, 2008

          

          

          2,098Embedded derivatives at fair value at March 31, 2008

          

          

          1,441Warrant derivatives at fair value at March 31, 2008

          

          

          2,593Net convertible notes, embedded derivatives and warrant derivatives at March 31, 2008

          

          $

          6,132

In May 21, 2007, the convertible senior secured notes were fair valued according to the original terms of the agreement for the period starting April 1, 2007, through May 21, 2007. On May 21, 2007 the Convertible Notes were fair valued for the re-pricing. On June 30, 2007, the Senior Secured Notes were fair valued reflecting the re-pricing of the convertible notes. The following table explains these transactions and their subsequent net increase or decrease recorded through results of operations as income (loss) to adjustment to fair value of derivatives through March 31, 2008.



Period

          

          Fair Valued at March 31, 2007

          

          Fair Valued from March 31, 2007 to December 31, 2007

          

          Fair Valued from Dec. 31, 2007 to March 31, 2008(In Thousands)Warrants

          

          $

          61

          

          

          $

          881

          

          

          $

          2,593Convertibility Feature

          

          

          84

          

          

          

          631

          

          

          

          1,383Interest Convertibility Feature

          

          

          40

          

          

          

          47

          

          

          

          59Total fair value of derivatives at respective periods

          

          $

          185

          

          

          $

          1,559

          

          

          $

          4,035



Net Decrease (Increase) Recorded as Adjustment to Fair Value

          

          For the Year Ended December 31, 2007

          

          For the Three Months Period Ended March 31, 2008(In Thousands)Change between reporting periods

          

          $

          (968

          )

          

          $

          (2,475

          )Reclass of derivatives from liability to equity due to actual interest paid

          

          

          (586

          )

          

          

          Reclass of derivatives from liability to equity due to conversion

          

          

          (6,455

          )

          

          

          (655

          )Total

          

          $

          (8,009

          )

          

          $

          (3,130

          )

25

TABLE OF CONTENTS

CARDIOVASCULAR BIOTHERAPEUTICS, INC. (Unaudited)   NOTES TO FINANCIAL STATEMENTS March 31, 2008

Note 10. Convertible Notes Payable   (continued)

In connection with the Securities Purchase Agreement, the Company also issued warrants to purchase an aggregate of 705,882 shares of its common stock. On May 21, 2007, the aggregate number of shares acquirable upon exercise of such warrants increased to 5,999,997 due to a price reset. The term of the warrants is three years and they may be exercised at any time up to March 2009. The warrant exercise price was $8.50 per share, until the price was re-set as of May 21, 2007 to $1.00 per share.

Conversion of Senior Secured Notes:



Period

          

          Amount of Senior Secured Notes Converted

          

          Converted to Number of Shares

          

          Average Share Price

          

          Interest Paid During the Period withCommon StockTotal  2006

          

          $

          1,897,514

          

          

          

          987,219

          

          

          $

          2.28

          

          

          $

          33,028Total  2007

          

          

          14,222,486

          

          

          

          19,150,903

          

          

          

          .80

          

          

          

          607,8111st quarter  2008

          

          

          800,000

          

          

          

          800,000

          

          

          

          1.00

          

          

          

          124,890Total

          

          $

          16,920,000

          

          

          

          20,938,122

          

          

          

          

          

          

          $

          765,729

The Company may incur certain penalties if it fails to file and obtain and maintain the effectiveness of a registration statement covering the notes and warrants (collectively the Securities), such as cash payments to the note holders calculated under formulas based on the principal amount of the notes and aggregate exercise price of the warrants. The Company may also incur cash damages if the Company fails to issue and deliver certificates of its common stock in a timely manner upon receipt of a notice from a note holder to convert all or a portion of the note holders note. The Company may also be required to redeem all or a
portion of the principal amount of a note in the event a conversion fails. Under certain triggering events, the Company may be required to redeem all or a portion of the principal amount of a note in the sum of 120% of the principal plus applicable interest. Examples of triggering events are: (i) delisting of the Companys securities; (ii) failure of a registration statement to be filed; (iii) failure of a registration statement to become effective; (iv) other triggering events. Other terms and conditions that are material to the Company are: (i) after a triggering event the holder of a note has the option to require the Company to pay a redemption price at the option of a note holder; (ii) a redemption in the event of a change in control at the option of a note holder, (iii) certain events of default; and (iv) the acceleration of payment of a note upon the occurrence of an event of default. To satisfy the above requirements, the Company filed a registration statement on form
S-1/A on June 26, 2007 that was declared effective by the SEC on June 28, 2007.

From March 20, 2006 until the first date on which there are no notes outstanding, the Company will have certain restrictions on the payment of dividends or distributions, whether in cash, stock, equity securities or property, in respect to any capital stock or split, combination or reclassification of any capital stock or issuance or authorization of the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock, or set any record date with respect to any of the foregoing.

In connection with this financing, closing costs of: (i) $200,000 to purchasers of the notes for legal fees relating to transaction, (ii) an investment banking fee in the amount of $1,200,000 to CK Cooper & Company, and (iii) other expenses related to legal fees in the amount of $153,000. A total of $1,553,000 in transaction fees and expenses were paid by the Company such that the Company realized net proceeds in the amount of $18,447,000.

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CARDIOVASCULAR BIOTHERAPEUTICS, INC. (Unaudited)   NOTES TO FINANCIAL STATEMENTS March 31, 2008

Note 10. Convertible Notes Payable   (continued)

The following table defines the derivatives related to the convertible notes:



Item #

          

          Derivatives

          

          Definition1

          

          Warrants Derivative

          

          The Company sold warrants in connection with the sale of senior secured convertible notes on March 20, 2006. The warrants were fair valued at March 20, 2006 and subsequently are revalued at the end of each quarter.2

          

          Conversion Feature Embedded Derivative

          

          As part of the sale of the senior secured convertible notes on March 20, 2006, the buyer has the right to convert up to 10% of the initial balance in to common stock each month starting August 20, 2006. The conversion feature derivatives were fair valued at March 20, 2006 and subsequently have been and are revalued at the end of each quarter.3

          

          Interest Conversion Embedded Derivative

          

          As part of the sale of the senior secured convertible notes at March 20, 2006, the Company has the right to pay interest with its common stock upon the registration effective June 12, 2006. The interest conversion derivatives were fair valued at March 20, 2006 and subsequently have been and are revalued at the end of each quarter.

The following table summarizes the assumptions used to measure the fair value of our derivatives related to the convertible note:



Derivatives

          

          Dividend Yield%

          

          ExpectedVolatility%

          

          Risk-FreeInterest%

          

          Expected Life (years)

          

          CVBT Stock PriceWarrant derivative  convertible noteAs of December 31, 2007

          

          

          

          

          

          

          45.35

          

          

          

          3.34

          

          

          

          1.25

          

          

          $

          1.00As of March 31, 2008

          

          

          

          

          

          

          130.87

          

          

          

          1.55

          

          

          

          1

          

          

          $

          1.00Conversion feature embedded derivative  convertible noteAs of December 31, 2007

          

          

          

          

          

          

          45.35

          

          

          

          3.34

          

          

          

          1.25

          

          

          $

          0.97As of March 31, 2008

          

          

          

          

          

          

          130.87

          

          

          

          1.55

          

          

          

          1

          

          

          $

          1.00Interest Conversion embedded derivative  convertible noteAs of December 31, 2007

          

          

          

          

          

          

          45.35

          

          

          

          3.34

          

          

          

          1.25

          

          

          $

          0.95As of March 31, 2008

          

          

          

          

          

          

          130.87

          

          

          

          1.55

          

          

          

          1

          

          

          $

          0.84

27

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CARDIOVASCULAR BIOTHERAPEUTICS, INC. (Unaudited)   NOTES TO FINANCIAL STATEMENTS March 31, 2008

Note 10. Convertible Notes Payable   (continued)

The following table summarizes the Adjustments to Fair Value of Derivatives for all derivatives:



Adjustments to Fair Value of Derivatives

          

          Balance as of December 31, 2007

          

          Adjustment to Fair Value of Derivative

          

          Net Additions/ Deletions for New Issuance Exercise

          

          Adjustment to Paid in Capital for Conversion

          

          Balance as of March 31, 2008(In Thousands)Embedded derivatives (A)

          

          $

          678

          

          

          $

          1,419

          

          

          $

          

          

          

          $

          (656

          )

          

          $

          1,441Warrant derivative  convertible note (B)

          

          

          881

          

          

          

          1,711

          

          

          

          

          

          

          

          

          

          

          

          2,592Change in fair value (C) = A+B

          

          

          1,559

          

          

          

          3,130

          

          

          

          

          

          

          

          (656

          )

          

          

          4,033Option derivative  non-employees*

          

          

          867

          

          

          

          212

          

          

          

          

          

          

          

          (38

          )

          

          

          1,040Warrant derivative  non-employees*

          

          

          4,118

          

          

          

          1,508

          

          

          

          325

          

          

          

          

          

          

          

          5,951Change in fair value (D)*

          

          

          4,985

          

          

          

          1,720

          

          

          

          325

          

          

          

          (38

          )

          

          

          6,991Total warrant and options derivative non-employees (E) = C+D*

          

          

          6,544

          

          

          

          4,840

          

          

          

          325

          

          

          

          (694

          )

          

          

          11,024




*

          For details see footnote 11The Company revalues the derivatives at the end of each quarter to determine if the values of these derivatives have changed from period to period, until the notes are redeemed or converted. An increase in value of these derivatives will result in the Company having to record an expense to the Adjustment to Fair Value of Derivatives on the Statement of Operations. Conversely, a decrease in the value of these derivatives will result in the Company having to record income to the Adjustment to Fair Value of Derivatives on the Statement of Operations.

For the year ended December 31, 2007 conversion by note holders of convertible notes and interest into common stock and payment of interest in cash each resulted in reclassifying the fair value of the respective derivative feature on the transaction date from liability to equity in an amount aggregating $7,040,340.

In accordance with FAS 133, Accounting for Derivative Instruments and Hedging Activities, EITF 00-19, Accounting for Derivative Financial Instruments Indexed to and Potentially Settled in a Companys Own Stock, and EITF 05-04, The Effect of a Liquidated Damages Clause on a Freestanding Financial Instrument Subject to EITF Issue No. 00-19, the amounts allocated to the warrant represent a derivative liability that has been recorded in the accompanying balance sheet at March 31, 2008.

The primary components of the Change in Fair Value of Derivatives calculations are the changes in the Companys stock price during the reported period as well as assumptions regarding a number of complex and subjective variables used in the Black-Scholes Model. If the Companys stock price decreases sufficiently, the Company may show Other Income conversely, if it increases the Company may show Other Expense. Additionally, if the volatility in the stock prices of comparable companies used in the Black-Scholes Model increases sufficiently, the Company may show Other Income. Conversely, if it
decreases the Company may show Other Expense. Since the issuance of the convertible notes to the period ended March 31, 2008, the Companys stock price has decreased from $7.15 to $0.45 and was $0.92 at March 31, 2008. For the same period, the volatility in the stock price of comparable companies used in the

28

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CARDIOVASCULAR BIOTHERAPEUTICS, INC. (Unaudited)   NOTES TO FINANCIAL STATEMENTS March 31, 2008

Note 10. Convertible Notes Payable   (continued)

Black-Scholes Model decreased from 44.56% to 130.87%. As of March 31, 2008, the Company shows $2,964,240 fair value of derivatives as Other Expense.

The convertible note agreements entered into on March 20, 2006 contain variable share settlement provisions. These provisions require the Company to include the fair value of issued and vested non-employee options and warrants in derivative liability accounts on the balance sheet in accordance with EITF 00-19 Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in a Companys Own Stock. The reason for this classification is the possibility that the Company may not have enough authorized unissued common stock to meet all of its commitments in the delivery of the Companys common stock to
honor both the contracts related to the convertible notes and the issued and vested non-employee option and warrant contracts. In order to be in the situation of not having enough unissued shares to deliver to the non-employee option and warrant holders, the fair market value of the common stock of the Company would have to be lower than all of the exercise prices of all the option and warrant contracts. In such case, an option or warrant holder would have to exercise his or her options or warrants at a price that would require him or her to pay more than the fair market value of the common stock on the open market. Nonetheless, according to EITF 00-19 the fair value of these option and warrant contracts must be reclassified as a liability. In addition, the issued and vested non-employee options and warrants identified as derivative instruments require separate valuation under FAS 133 Accounting for Derivative Instruments and Hedging Activities at each balance sheet date
and at the date of each exercise or grant of new non-employee options and warrants.

The Company filed an S-3, which became effective on June 12, 2006 upon which the Company could have chosen to pay the interest in-kind with registered common stock or in cash. Interest on the convertible note has been paid as follows:



Years

          

          Interest Paid in Cash

          

          Interest Paid with Stock

          

          Total Interest

          

          Shares Issued in Lieu of Cash Payment2006

          

          $

          1,863,159

          

          

          $

          

          

          

          $

          1,863,159

          

          

          

          2007

          

          

          627,700

          

          

          

          404,301

          

          

          

          1,032,000

          

          

          

          692,6822008

          

          

          

          

          

          

          117,452

          

          

          

          117,452

          

          

          

          141,526

Daniel C. Montano Guaranty

See Related Party Transactions

Pre IPO Debt

The Company issued convertible debt in the years ended December 31, 2002, 2003 and 2004, payable to various individuals, as summarized below. During the year ended December 31, 2005, the Series I, Series II and Series IIa convertible promissory notes were converted into 4,228,000 shares of common stock. Four note holders of convertible notes chose not to convert their notes into common stock and the Company paid these notes totaling $30,000 during the year ended December 31, 2005.

Convertible note holders were required to notify the Company regarding their intent to convert their convertible notes into common stock in the 30-day period following the completion of the Companys IPO.

Convertible Promissory Notes Series I, II, IIa

These convertible promissory notes had a reset provision upon the completion of the IPO, the Company retested the convertible notes payable for the beneficial conversion feature. Where the Company has issued convertible notes payable with beneficial conversion feature, the difference between the conversion price and the fair value of the common stock, at the effective initial public offering date, will be recorded as a debt discount and will be amortized to interest expense over the redemption period of the convertible notes payable

29

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CARDIOVASCULAR BIOTHERAPEUTICS, INC. (Unaudited)   NOTES TO FINANCIAL STATEMENTS March 31, 2008

Note 10. Convertible Notes Payable   (continued)

in accordance with EITF Issue No. 98-5, Accounting for Securities with Beneficial Conversion Feature or Contingently Adjustable Conversion Ratio, and EITF Issue No. 00-27, Application of Issue No. 98-5 to Certain Convertible Instruments. No additional Beneficial Conversion feature was required to be recovered.



December 31, 2007

          

          March 31, 2008

          

          For the Period from March 11, 1998 (Inception) to March 31, 2008 (Inception)(In Thousands)Interest expense from the beneficial conversion feature

          

          $

          

          

          

          $

          

          

          

          $

          2,050Total financing cost

          

          

          

          

          

          

          

          

          

          

          2,136Interest expense  Series I, II and IIa

          

          

          

          

          

          

          

          

          

          

          1,303Total

          

          $

          

          

          

          $

          

          

          

          $

          5,489

Series I Convertible Promissory Notes

The Series I Convertible Promissory Notes were payable in one installment on the earlier of (i) 36 months from the date of issuance or (ii) 30 days after the successful completion of the Companys IPO. The notes were convertible at the option of the holder into the Companys common stock. Interest at 7% per annum, compounded annually, was payable within 30 days of when the notes payable were due or converted into shares of the Companys common stock. The conversion price for each share equaled $2 per share, provided however, if the purchase price of shares at the completion of the IPO was less than $4 per share, the conversion price
would have been adjusted to equal 50% of the IPO price.

Series II Convertible Promissory Notes

The Series II Convertible Promissory Notes were payable in one installment on the earlier of (i) 36 months from the date of issuance or (ii) 30 days after the successful completion of the Companys IPO. The notes were convertible at the option of the holder into the Companys common stock. Interest at 7% per annum, compounded annually, was payable within 30 days of when the notes payable were due or converted into shares of the Companys common stock. The conversion price for each share equaled $4 per share, provided however, if the purchase price of shares at the completion of the initial public offering was less than $8 per share,
the conversion price would have been adjusted to equal 50% of the initial public offering price.

These notes have been converted into common shares.

Series IIa Convertible Promissory Notes

In July 2004, the Company sold $800,000 of convertible notes payable Series IIa. The terms of the convertible notes payable Series IIa are identical to the terms of the convertible notes payable Series II, as discussed above.

The convertible promissory notes were payable in one installment on the earlier of (i) 36 months from the date of issuance or (ii) 30 days after the successful completion of the Companys initial public offering. The notes were convertible at the option of the holder into the Companys common stock. Interest at 7% per annum, compounded annually, was payable within 30 days of when the convertible notes payable were due or converted into shares of the Companys common stock. The conversion price for each share equaled $4 per share, provided however, if the purchase price of shares at the completion of the initial public offering was less
than $8 per share, the conversion price would have been adjusted to equal 50% of the IPO price.

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CARDIOVASCULAR BIOTHERAPEUTICS, INC. (Unaudited)   NOTES TO FINANCIAL STATEMENTS March 31, 2008

Note 10. Convertible Notes Payable   (continued)

Components of Interest Expense

During the year ended December 31, 2004, the Company issued Series II and Series IIa convertible promissory notes with an imbedded beneficial conversion feature. As such, in accordance with EITF Issue No. 98-5, Accounting for Securities with Beneficial Conversion Feature or Contingently Adjustable Conversion Ratio, and EITF Issue No. 00-27, Application of Issue No. 98-5 to Certain Convertible Instruments, the difference between the conversion price and the Companys estimated fair market value of its stock price on the commitment date of the notes was calculated to be $2,050,000. The Companys estimate of fair market
value resulting in a beneficial conversion feature was based on the Letter of Intent with the underwriters. This amount will be recognized in the statement of operations as interest expense during the period from the commitment date of the notes to the maturity dates of the notes.

Interest Expense:



March 31, 2007

          

          March 31, 2008

          

          For the Period from March 11, 1998 (Inception) to March 31, 2008(In Thousands)Interest expense

          

          $

          515

          

          

          $

          97

          

          

          $

          7,638Amortization of derivatives

          

          

          2,313

          

          

          

          302

          

          

          

          8,869Amortization of deferred financing cost

          

          

          392

          

          

          

          11

          

          

          

          3,479Amortization of debt discount on demand notes

          

          

          

          

          

          

          751

          

          

          

          827Total

          

          $

          3,220

          

          

          $

          1,161

          

          

          $

          20,813

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CARDIOVASCULAR BIOTHERAPEUTICS, INC.(Unaudited)  NOTES TO FINANCIAL STATEMENTSMarch 31, 2008

Note 11. Other Derivatives Related to Options and Warrants Issued to Non-Employees

Upon the sale of the Companys convertible notes on March 20, 2006, accounting practices require the previously and subsequently issued non-employee options and warrants to be classified as derivative liabilities in the application of certain accounting principles related to the issuance of the Companys convertible note financing.

The convertible note agreements entered into on March 20, 2006 contain variable share settlement provisions. These provisions require the Company to classify, at fair value, previously and subsequently issued and options and warrants to non-employees from additional paid in capital to derivative liability accounts on the balance sheet in accordance with EITF 00-19 Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in a Companys Own Stock (EITF 00-19). The reason for this reclassification is the possibility that the Company may not have enough authorized unissued common stock
to meet all of its commitments in the delivery of the Companys common stock to honor both the contracts related to the convertible notes and the previously issued and vested option and warrant contracts. In order to be in the situation of not having enough unissued shares to deliver to the option and warrant holders, the fair market value of the common stock of the Company would have to be lower than all of the exercise prices of all the option and warrant contracts. In such case, an option or warrant holder would have to exercise his or her options or warrants at a price that would require him or her to pay more than the fair market value of the common stock on the open market. Nonetheless, according to EITF 00-19 the previously recorded transactions must be reclassified from equity to liability. In addition, further analysis indicates the previously issued and vested options and warrants identified as derivative instruments require separate valuation under FAS 133
Accounting for Derivative Instruments and Hedging Activities.

The impact of such accounting principles on previously and subsequently issued non-employee stock option and warrant transactions require all non employee option and warrants be classified as derivatives as follows:



1

          

          Options issued to non-employees Derivatives

          

          As part of the sale of the senior secured convertible notes at March 20, 2006, the Company was required to reclassify previously and subsequently issued options to non-employees as option derivatives, which are revalued at the end of each quarter.2

          

          Warrants issued to non-employees Derivatives

          

          As part of the sale of the senior secured convertible notes at March 20, 2006, the Company was required to reclassify previously and subsequently issued warrants to non-employees as warrant derivatives, which are revalued at the end of each quarter.

The following table summarizes the assumptions used to measure the fair value of derivatives:



Derivatives

          

          DividendYield %

          

          ExpectedVolatility %

          

          Risk-FreeInterest %

          

          ExpectedLife (Years)

          

          CVBT StockPriceOptions issued to non-employees derivativeAs of December 31, 2007

          

          

          

          

          

          

          47.61 - 67.22

          

          

          

          3.05 - 4.04

          

          

          

          1.58 - 9.90

          

          

          $

          0.88As of March 31, 2008

          

          

          

          

          

          

          96.16 - 130.87

          

          

          

          1.55 - 3.45

          

          

          

          0.88 - 9.72

          

          

          

          0.92Warrants issued to non-employees derivativeAs of December 31, 2007

          

          

          

          

          

          

          64.12

          

          

          

          3.45

          

          

          

          5

          

          

          $

          0.88As of March 31, 2008

          

          

          

          

          

          

          96.16

          

          

          

          2.46 - 3.18

          

          

          

          4.60 - 4.83

          

          

          

          0.92 - 1.15




(a)

          The range of the expected life and exercise prices are consistent with each individual instrument.

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CARDIOVASCULAR BIOTHERAPEUTICS, INC.(Unaudited)  NOTES TO FINANCIAL STATEMENTSMarch 31, 2008

Note 11. Other Derivatives Related to Options and Warrants Issued to Non-Employees   (continued)

The following table summarizes the Adjustments to Fair Value of Derivatives for all derivatives:



Adjustments to Fair Value of Derivatives

          

          Balance as of December 31, 2007

          

          Adjustment to Fair Value of Derivative

          

          Net Additions/ Deletions for New Issuance Exercise

          

          Adjustment to Paid in Capital for Conversion

          

          Balance as of March 31, 2008(In Thousands)Option derivative  non-employees

          

          

          867

          

          

          

          212

          

          

          

          

          

          

          

          (38

          )

          

          

          1,040Warrant derivative  non-employees

          

          

          4,118

          

          

          

          1,508

          

          

          

          325

          

          

          

          

          

          

          

          5,951Change in fair value

          

          

          4,985

          

          

          

          1,720

          

          

          

          325

          

          

          

          (38

          )

          

          

          6,991

Options derivative transactions  Non-employees for options granted and transferred:



Period

          

          Options Granted

          

          Exercise Price  Non- Employees

          

          Estimated Fair Value on the Date Options Granted or Transferred

          

          Option Derivatives as of March 31, 2007

          

          Transfer of Fully Vested Employee Stocks to Non-EmployeeFor the year ended December 31, 2006(a)

          

          

          150,000

          

          

          $

          1.00

          

          

          $

          228,000

          

          

          $

          14,243

          

          

          

          For the year ended December 31, 2007(b)(c)

          

          

          310,000

          

          

          $

          0.30  1.00

          

          

          $

          560,840

          

          

          $

          3,702

          

          

          

          For the quarter ended March 31, 2008(c)

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

All options were issued for future services and will be expensed over the vesting period. The Black-Scholes Model is used to estimate the fair value of the options.




(a)

          Expected life of years, volatility of 77%, risk free rate of interest of 4.58% to 4.67% and an expected dividend yield of zero.(b)

          Expected life of 10 years, volatility ranging from 67.22% to 71.22%, and risk free rate of interest ranging from 4.04% of 4.85% and an expected dividend yield of zero. Transaction is done as a function of law.(c)

          No new stock options were granted to non-employees during the 1st quarter 2008.Change in the fair value of options and warrant derivatives:



Adjustments to Fair Value of Derivatives  Options and Warrants

          

          Total atDecember 31, 2007

          

          At March 31,2008(In Thousands)Adjustment to the fair value of option derivatives(a)

          

          $

          (818

          )

          

          $

          212Adjustment to the fair value of warrant derivatives

          

          

          20

          )

          

          

          1,508Total adjustments to fair value

          

          $

          (798

          )

          

          $

          1,720




(a)

          Assumptions for Quarter ended March 31, 2008 were as follow: (1) dividend yield of 0%, (2) the expected range of volatility is 96.16%  130.87%, (3) the range of the risk-free interest rate of 1.55% to 3.45% and (4) the range of the expected life and exercise prices consistent.

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CARDIOVASCULAR BIOTHERAPEUTICS, INC.(Unaudited)  NOTES TO FINANCIAL STATEMENTSMarch 31, 2008

Note 11. Other Derivatives Related to Options and Warrants Issued to Non-Employees   (continued)



Stock Option Transactions  Non-Employees

          

          Number of Option Exercised

          

          Dividend Yield %

          

          Expected Volatility %

          

          Risk Free Interest Rate %

          

          Expected Remaining Life (Years)

          

          Decrease In the Fair Value of Option DerivativesTotal  2007

          

          

          380,000

          

          

          

          

          

          

          

          69.58  73.36

          

          

          

          4.45  4.98

          

          

          

          2.25  2.75

          

          

          $

          310,7381st Quarter  2008

          

          

          60,000

          

          

          

          

          

          

          

          104.48

          

          

          

          1.47  1.61

          

          

          

          1.75

          

          

          $

          56,400Total

          

          

          440,000

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          367,139

Non-employee option holders exercise will result in a reduction of the option derivative liability. A decrease in the fair value of the option derivative liability is recorded to additional paid in capital.



Warrant Transactions  Non Employee

          

          Warrant Issued

          

          Dividend Yield %

          

          Expected Volatility %

          

          Risk Free interest %

          

          Expected Life (Years)

          

          Fair Value on the Date of Warrants Granted

          

          Exercise Pricea

          

          

          250,000

          

          

          

          0

          

          

          

          79

          

          

          

          5.125

          

          

          

          10

          

          

          

          1,602,500

          

          

          $

          10.00b

          

          

          550,000

          

          

          

          0

          

          

          

          67

          

          

          

          3.83

          

          

          

          10

          

          

          

          223,987

          

          

          $

          1.00c & c(i)

          

          

          5,900,000

          

          

          

          0

          

          

          

          63  67

          

          

          

          3.52  4.42

          

          

          

          5  10

          

          

          

          2,600,259

          

          

          $

          1.00d

          

          

          1,400,000

          

          

          

          0

          

          

          

          63  64

          

          

          

          3.28  3.99

          

          

          

          5

          

          

          

          509,804

          

          

          $

          1.00Total at December 31, 2007

          

          

          8,100,000

          

          

          

          0

          

          

          

          63  79

          

          

          

          3.28  5.125

          

          

          

          5  10

          

          

          

          4,936,550

          

          

          $

          1.00   $10.00d(i) 1st Quarter 2008

          

          

          500,000

          

          

          

          0

          

          

          

          96.16

          

          

          

          2.46

          

          

          

          5

          

          

          

          335,000

          

          

          $

          1.00Total

          

          

          8,600,000




(a)

          These warrants were issued for past services and were expensed over a one-year vesting period. The fair Value of the vested portion of these warrants for the three months ended March 31, 2007 was $400,643 and $1,602,500 in aggregate was reclassified as part of the warrant derivative.(b)

          These warrants were issued in connection with consulting services rendered. These warrants were fully vested on the date of the grant and have a ten year term. These warrants will expire in November 2012. The vested fair value of these warrants for the year ended December 31, 2007 was $223,987 and was reclassified as part of the warrant derivative.(c)

          These warrants were for future services. These warrants were fully vested on the date of grant have a five year term and expired in December 2012.(c)(i)

          These warrants were for future services. These warrants were fully vested on the date of the grant and have a ten year term. These warrants will expire in December 2017.(d)

          These detachable warrants were issued in conjunction with the issuance of demand notes. These warrants were fully vested in year ended December 31, 2007 for $658,000 and was recorded as warrant derivative. The discount on debt is being amortized to interest expense over the term of the notes.(d)(i)

          These detachable warrants were issued in conjunction with the issuance of demand notes. These warrants were fully vested for the first quarter ended March 31, 2008 for $335,000 and was recorded as warrant derivative. The discount on debt is being amortized to interest expense over the term of the notes.

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CARDIOVASCULAR BIOTHERAPEUTICS, INC.(Unaudited)  NOTES TO FINANCIAL STATEMENTSMarch 31, 2008

Note 11. Other Derivatives Related to Options and Warrants Issued to Non-Employees   (continued)

The accounting for the notes and warrants resulted in deferred financing costs, discount for warrant derivatives and discount for embedded derivatives. These amounts, determined as of March 20, 2006 (close date), will be amortized on a straight-line basis into interest expense over the life of notes and warrants. The following table summarizes these amounts as of March 31, 2008:



Transactions from March 30, 2006 Through March 31, 2008

          

          Deferred Finance Costs

          

          Discount for Warrant Derivative

          

          Discount for Embedded Derivatives

          

          Addition to Interest Expense(In Thousands)Balance March 20, 2006 (close date)

          

          $

          1,553

          

          

          $

          2,383

          

          

          $

          8,196

          

          

          $

          Proration of derivatives at March 31, 2008(a)

          

          

          (928

          )

          

          

          

          

          

          

          

          

          

          

          (928

          )Amortization for the period March 20, 2006 (close date) through March 31, 2008 charged to interest expense

          

          

          (585

          )

          

          

          (1,611

          )

          

          

          (7,987

          )

          

          

          (10,183

          )Remaining deferred costs and discount to be amortized

          

          $

          40

          

          

          $

          772

          

          

          $

          209

          

          

          $

          (11,111

          )




(a)

          The proration of derivatives is a reduction in the deferred financing cost due to the conversion of the convertible notes into common stock.Note 12. Stockholders Equity

Preferred Stock

On May 1, 1998, the Company sold 52,850 shares of the Companys Non-Voting Convertible Preferred Stock, $0.001 par value (the Preferred Stock). Each share is convertible into 100 shares of the Companys common stock, prior to the Company completing an Initial Public Offering. Once the Company completes an Initial Public Offering, the conversion price of the Preferred Stock shall be the lower of $0.10 per share or 50% of the initial offering price. The preferred stockholders shall not be entitled to dividends and shall have no voting rights. The aggregate of 52,850 preferred shares were sold at approximately $10 per share and the
Company realized $520,400 in gross proceeds. Offering costs were paid to various consultants for their assistance in helping the Company issues these shares. For their assistance in completing these transactions the Company paid $52,040 to the consultants.

On June 5, 2000, a holder of 1,500 shares of preferred stock converted their preferred stock to 150,000 shares of common stock.

During the year ended December 31, 2004, 11 convertible preferred shareholders elected to convert 28,100 of their convertible preferred shares into 2,810,000 shares of common stock. At December 31, 2004, 2,000,000 shares of common stock had not been issued, and were classified as committed common stock.

During the year ended December 31, 2005, nine convertible preferred shareholders elected to convert 23,250 of their preferred shares into 2,325,000 shares of common stock. The 2,000,000 shares of common stock, which as of December 31, 2004 had not been issued, but were classified as committed common stock, were issued during this period. At December 31, 2005 all issued preferred stock has been converted into common stock.

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CARDIOVASCULAR BIOTHERAPEUTICS, INC.(Unaudited)  NOTES TO FINANCIAL STATEMENTSMarch 31, 2008

Note 12. Stockholders Equity   (continued)

Common Stock



For theYear Ended

          

          Amount Converted to Common Stock

          

          Number of Shareholders

          

          Number of Preferred Stock

          

          Converted to Common StockConvertible preferred shareholders(a)

          

          

          December 31, 2004

          

          

          

          

          

          

          

          11

          

          

          

          28,100

          

          

          

          2,810,000Convertible Series I, II, IIa (notes)

          

          

          December 31, 2004

          

          

          $

          4,531,200

          

          

          

          

          

          

          

          

          

          

          

          1,649,550Convertible notes payables(b)

          

          

          December 31, 2005

          

          

          

          

          

          

          

          9

          

          

          

          23,250

          

          

          

          2,325,000




(a)

          At December 31, 2004, 2,000,000 shares of common stock were subsequently issued in 2005.(b)

          In addition, six stock option holders exercised options to purchase 123,466 shares of common stock during year ended 2005.On May 21, 2007, the company entered into an agreement to sell 15,000,000 of the Companys common stock at a purchase price of $1.00 per share in connection with a Private Placement to the investor and certain other subscribers pursuant to a subscription agreement. As of December 31, 2007, the Company issued 3,650,000 shares and received gross proceeds in the amount of $3,650,000 and net proceeds in the amount of $3,285,000 towards completion of the Private Placement. The agreement, as amended, provides for commissions of 10% of the amount placed in addition to warrants to purchase 3,700,000 shares of the Companys common stock at an
exercise price of $1.00 per share. The investor paid $3,700 for the warrants. The Warrant is exercisable for a period commencing on October 12, 2007 and terminating on the fifth anniversary of the issuance of such warrant. The Warrant issued as of December 31, 2007, and any future Securities issuances, are exempt from registration pursuant to Regulation S set forth by the Securities and Exchange Commission pursuant to the Securities Act of 1933 (Regulation S). The agreement, as amended, expired November 9, 2007. The Company has extended this agreement from November 9, 2007 to January 31, 2008 and, in addition, the Company has received an additional gross proceeds of $825,000 in the period ended March 31, 2008.

In May 2006, 20 commemorative shares, which had a fair value of $122, were issued to the founders and the executives.

On February 11, 2005, the Companys S-1 registration statement for the issuance of 1,500,000 new common shares was declared effective. On February 16, 2005, the Companys Initial Public Offering (IPO) was closed. The Company received gross proceeds of $15,693,000 and incurred underwriting discounts, expenses and commissions of $1,681,875 and offering expenses payable by the Company of $655,500, resulting in net proceeds of $13,622,500.

On March 10, 2005, the underwriter exercised its option for the over-allotment and the Company issued 225,000 common shares for proceeds to the Company of $2,030,625.

At December 31, 2005, the convertible notes payable have been converted into common stock, except $30,000 for which holders elected to be repaid. All common stock to be issued resulting from the conversion has been issued.

Conversion of Senior Secured Notes:

See Footnote 10 for details.

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CARDIOVASCULAR BIOTHERAPEUTICS, INC.(Unaudited)  NOTES TO FINANCIAL STATEMENTSMarch 31, 2008

Note 12. Stockholders Equity   (continued)

Stock Option Transactions

Recent option and warrant transactions:



Date

          

          Number of Option or Warrant Holders

          

          Number of OptionsExercised

          

          Number of WarrantsExercised

          

          Exchange for Shares of Common Stock2007

          

          

          1

          

          

          

          440,000

          

          

          

          

          

          

          

          440,0001st quarter  2008

          

          

          1

          

          

          

          60,000

          

          

          

          

          

          

          

          60,000Total

          

          

          

          

          

          

          500,000

          

          

          

          

          

          

          

          500,000



The Company may issue stock options to both employees and non-employees outside of its formal stock option plan. It is Managements intent to grant all options at exercise prices not less than 85% of the fair value of the Companys common stock, as the Board of Directors determines on the date of grant. Options typically expire ten years from the date of grant. During the period from March 11, 1998 (inception) through December 31, 2007, the Company had granted options to both employees and consultants. The Company accounts for stock option transactions in accordance with SFAS 123(R) as discussed in Note 4.

Stock option granted for 2006, 2007 and the first three month period ending March 31, 2008:



Stock Option Transactions

          

          Options Granted

          

          Exercise Price

          

          Estimated Fair Value

          

          Weighted Average Expected Life (years)

          

          ApproximateVolatility (%)Total  2006(a)(b)

          

          

          215,050

          

          

          $

          10.00

          

          

          $

          500,716

          

          

          

          5 - 10

          

          

          

          78.89Total  2007(b)

          

          

          686,050

          

          

          

          1.00 - 10.00

          

          

          

          278,014

          

          

          

          10

          

          

          

          67 - 691st quarter  2008

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

All options were granted from the 2004 Stock Plan. The fair value was estimated using Black-Scholes Model with an expected dividend yield of zero.




(a)

          50,000 of these options were issued for the past services and therefore expensed on the date of grant.(b)

          These options were issued for future services and will be expense over the vesting life of the options.At March 31, 2008 the unexpended value for unvested options is approximately $248,223 with an average vesting period of 1.60 years.



Stock Option TransactionsNon-Employees

          

          Number of Options Exercised

          

          Dividend Yield %

          

          Expected Volatility %

          

          Risk Free Interest Rate

          

          Expected Remaining Life

          

          Decrease in the FV of Option DerivativesTotal  2007

          

          

          380,000

          

          

          

          

          

          

          

          69.58  73.36

          

          

          

          4.55  4.98

          

          

          

          2.25  2.75

          

          

          $

          310,7391st quarter  2008

          

          

          60,000

          

          

          

          

          

          

          

          104.48

          

          

          

          1.47  1.61

          

          

          

          1.75

          

          

          

          56,400Total

          

          

          440,000

37

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CARDIOVASCULAR BIOTHERAPEUTICS, INC.(Unaudited)  NOTES TO FINANCIAL STATEMENTSMarch 31, 2008

Note 12. Stockholders Equity   (continued)

Non-employee option holders exercise will result in a reduction of the option derivative liability. A decrease in the fair value of the option derivative liability is recorded to additional paid-in-capital.

Except as noted above, no other compensation expense has been recognized in connection with grants of employee and non-employee stock options. Stock option activity as of December 31, 2007 and March 31, 2008 is as follows:



Employees

          

          Non-Employees

          

          TotalShares

          

          Exercise Price

          

          Shares

          

          Exercise Price

          

          Shares

          

          Exercise PriceOutstanding at December 31, 2006

          

          

          1,185,550

          

          

          $

          0.30  $10.00

          

          

          

          1,725,500

          

          

          $

          0.30  $10.00

          

          

          

          2,911,050

          

          

          $

          0.30  $10.00Granted

          

          

          376,050

          

          

          

          10.00

          

          

          

          

          

          

          

          

          

          

          

          4,500

          

          

          

          10.00Terminated

          

          

          2,000

          

          

          

          10.00

          

          

          

          

          

          

          

          

          

          

          

          (2,000

          )

          

          

          10.00Reclassified

          

          

          440,000

          

          

          

          0.30

          

          

          

          440,000

          

          

          $

          0.30  $0.50

          

          

          

          

          

          

          

          0.30Exercised

          

          

          60,000

          

          

          

          0.30

          

          

          

          (380,000

          )

          

          

          0.30

          

          

          

          (440,000

          )

          

          $

          0.30  $0.50Cancelled

          

          

          2,090

          

          

          

          10.00

          

          

          

          (150,000

          )

          

          

          10.00

          

          

          

          (150,750

          )

          

          

          10.00Outstanding at December 31, 2007

          

          

          1,057,510

          

          

          $

          0.30  $10.00

          

          

          

          1,945,500

          

          

          $

          0.30  $10.00

          

          

          

          3,003,010

          

          

          $

          0.30  $10.00Granted

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          Terminated

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          Reclassified

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          Exercised

          

          

          

          

          

          

          

          

          

          

          60,000

          

          

          $

          0.30

          

          

          

          60,000

          

          

          $

          0.30  $0.50Cancelled

          

          

          710

          

          

          $

          10.00

          

          

          

          

          

          

          

          

          

          

          

          710

          

          

          $

          10.00Outstanding at March 31, 2008

          

          

          1,056,800

          

          

          $

          0.30  $10.00

          

          

          

          1,885,500

          

          

          $

          0.30  $10.00

          

          

          

          2,942,300

          

          

          $

          0.30  $10.00

38

TABLE OF CONTENTS

CARDIOVASCULAR BIOTHERAPEUTICS, INC.(Unaudited)  NOTES TO FINANCIAL STATEMENTSMarch 31, 2008

Note 12. Stockholders Equity   (continued)

Weighted average exercise price of options granted, exercisable and the weighted average remaining contractual life for options outstanding as of December 31, 2006, 2007 and March 31, 2008 was as follows:



Number of Shares

          

          Weighted Average Exercise Price

          

          Weighted Average Remaining Contractual Life Years

          

          Intrinsic ValueAs of December 31, 2006Employees  Outstanding

          

          

          1,185,550

          

          

          

          1.80

          

          

          

          3.86

          

          

          

          1,180,000Employees  Expected to Vest

          

          

          229,758

          

          

          

          1.80

          

          

          

          3.86

          

          

          

          Employees  Exercisable

          

          

          955,792

          

          

          

          1.80

          

          

          

          3.86

          

          

          

          1,180,000Non-Employees  Outstanding

          

          

          1,725,500

          

          

          

          3.61

          

          

          

          6.21

          

          

          

          1,221,300Non-Employees  Expected to Vest

          

          

          112,500

          

          

          

          10.00

          

          

          

          9.75

          

          

          

          Non Employees  Exercisable

          

          

          1,613,000

          

          

          

          3.61

          

          

          

          6.21

          

          

          

          1,221,300As of December 31, 2007Employees  Outstanding

          

          

          1,057,510

          

          

          

          2.23

          

          

          

          5.83

          

          

          

          290,000Employees  Expected to Vest

          

          

          285,078

          

          

          

          1.02

          

          

          

          9.57

          

          

          

          Employees  Exercisable

          

          

          772,432

          

          

          

          2.13

          

          

          

          5.83

          

          

          

          290,000Non-Employees  Outstanding

          

          

          1,945,500

          

          

          

          2.60

          

          

          

          5.77

          

          

          

          635,100Non-Employees  Expected to Vest

          

          

          145,291

          

          

          

          4.37

          

          

          

          9.41

          

          

          

          Non Employees  Exercisable

          

          

          1,800,209

          

          

          

          2.53

          

          

          

          5.77

          

          

          

          635,100As of March 31, 2008Employees  Outstanding

          

          

          1,056,800

          

          

          

          2.23

          

          

          

          5.56

          

          

          

          310,000Employees  Expected to Vest

          

          

          244,950

          

          

          

          1.27

          

          

          

          9.35

          

          

          

          Employees  Exercisable

          

          

          811,850

          

          

          

          2.17

          

          

          

          5.56

          

          

          

          310,000Non-Employees  Outstanding

          

          

          1,885,500

          

          

          

          2.84

          

          

          

          5.57

          

          

          

          641,700Non-Employees  Expected to Vest

          

          

          126,757

          

          

          

          5.06

          

          

          

          9.16

          

          

          

          Non Employees  Exercisable

          

          

          1,758,743

          

          

          

          2.63

          

          

          

          5.57

          

          

          

          641,700

During the first quarter of 2007, as a function of law, 440,000 existing fully vested employee stock options with an exercise price of $0.30 were reclassified to a non-employee. The Company estimated the fair value on the date of transfer of the options to be $435,600 using the Black-Scholes Model and has reclassified the estimated fair value from equity to option derivative liability. The Black-Scholes Model assumptions were as follows: Expected life of 10 years, volatility of 71.22%, risk free rate of interest of 4.85% and an expected dividend yield of zero.

39

TABLE OF CONTENTS

CARDIOVASCULAR BIOTHERAPEUTICS, INC.(Unaudited)  NOTES TO FINANCIAL STATEMENTSMarch 31, 2008

Note 12. Stockholders Equity   (continued)

Warrants

Warrants have only been issued to outside parties and have never been issued to employees:



Warrants Granted

          

          Warrants Issued for Purchase of Common Stock

          

          Estimated Fair Market Value ($)

          

          Exercise Price Per Share ($)

          

          Expected Life (Years)

          

          Risk Free Interest %

          

          Approximate Volatility %

          

          Expected Dividend Yield %2000(a)

          

          

          933,330

          

          

          

          115,475

          

          

          

          0.40

          

          

          

          3.5

          

          

          

          5.02%

          

          

          

          

          

          

          

          2001(b)

          

          

          100,000

          

          

          

          

          

          

          

          0.80

          

          

          

          5

          

          

          

          4.89%

          

          

          

          

          

          

          

          2003(c)

          

          

          200,000

          

          

          

          119,744

          

          

          

          2.00

          

          

          

          5

          

          

          

          0.94%

          

          

          

          76

          

          

          

          2005(d)

          

          

          75,000

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          2006(e)(f)(g)(i)

          

          

          6,249,997

          

          

          

          3,660,455

          

          

          

          1.00 - 10.00

          

          

          

          3 - 10

          

          

          

          4.89 - 5.12%

          

          

          

          78 - 79

          

          

          

          2007(g) (iii), (g) (ii), (h), (i)

          

          

          8,350,000

          

          

          

          3,537,674

          

          

          

          1.00

          

          

          

          5 - 10

          

          

          

          3.28 - 4.42%

          

          

          

          63 - 66.54

          

          

          

          2008(g)(ii)

          

          

          500,000

          

          

          

          335,000

          

          

          

          1.00

          

          

          

          5

          

          

          

          2.46%

          

          

          

          96.16

          

          

          

          Total

          

          

          16,408,327




(a)

          The warrants fully vested in December 2001 and were to expire in December 2005. However, prior to the expiration date in December 2005 the holder of the warrants elected to exercise 933,330 warrants in exchange for 848,482 shares of common stock. The exercise of these warrants was cashless.(b)

          The warrant was fully vested on the date of grant and was exercised in March 2006.(c)

          The warrant issued to an individual in connection with consulting services rendered. The warrant fully vested on the date of grant and expires in June 2013.(d)

          The Company sold a warrant for 75,000 shares of common stock at 125% of the IPO price for $75.00 to the underwriter pursuant to the underwriting agreement. The warrants have a term of six months commencing on the effective date of the IPO, February 11, 2005.(a)

          All warrants were issued for past services and will be expensed over a one year vesting period. The fair value of the portion of these warrants that vested during the three months ended March 31, 2007 of $400,643 and in aggregate $1,602,500 has been reclassified as part of the warrant derivative.(b)

          Warrants issued for past services and are expensed over a one year vesting period. The fair value of the portion of these warrants that vested during the three months ended March 31, 2007 of $400,643 and in aggregate $1,602,500 has been reclassified as part of the warrant derivative.(g)(i)

          The warrants issued for future services. These warrants are fully vested on the date of the grant, have a five year term and expire in December 2012.(g)(ii)

          These warrants were issued along with demand notes are detachable and are fully vested on the date of the grant and have a five year term. The fair value of the vested warrants during the year ended December 31, 2007 of $507,000 was recorded as additional paid-in capital and the discount on debt is being amortized to interest expense over the term of the notes.(g)(iii)

          The warrants issued for future services. These warrants are fully vested on the date of the grant and have a ten (10) year term. The warrants will expire in December 2017.(h)

          These warrants were issued in connection with consulting services rendered. These warrants are fully vested on the date of the grant and have a ten year term. The warrants will expire in November 2017. The fair value of the fully vested warrants during the year ended December 31, 2007 of $223,987 has been reclassified as part of the warrant derivative.

40

TABLE OF CONTENTS

CARDIOVASCULAR BIOTHERAPEUTICS, INC.(Unaudited)  NOTES TO FINANCIAL STATEMENTSMarch 31, 2008

Note 12. Stockholders Equity   (continued)

(i)

          The warrants were issued to an employee in connection with the research and development services rendered. The warrants are fully vested on the date of the grant, have a ten year term and expire in November 2017.Warrant activity for the years 2006, 2007 and the three months period March 31, 2008 is as follows:



WarrantsOutstanding

          

          WeightedAverageExercisePriceOutstanding at December 31, 2006

          

          

          1,230,882

          

          

          $

          7.88Granted

          

          

          8,350,000

          

          

          

          1.00Sold(a)

          

          

          5,999,997

          

          

          

          1.00Exercised

          

          

          

          

          

          

          Forfeited

          

          

          (705,882

          )

          

          

          8.50Outstanding at December 31, 2007

          

          

          14,874,997

          

          

          $

          1.22Granted

          

          

          500,000

          

          

          

          1.00Sold/Reissued

          

          

          

          

          

          

          Exercised

          

          

          

          

          

          

          Forfeited/Cancelled

          

          

          

          

          

          

          Outstanding at March 31, 2008

          

          

          15,374,997

          

          

          $

          1.22Warrants exercisable at December 31, 2006

          

          

          1,168,382

          

          

          

          7.88Warrants exercisable at December 31, 2007

          

          

          14,874,997

          

          

          

          1.22Warrants exercisable at March 31, 2008

          

          

          15,374,997

          

          

          

          1.22

The following table summarizes information about warrants outstanding at March 31, 2008 (unaudited):



Exercise Prices

          

          WarrantsOutstanding

          

          WeightedAverageRemainingLife(Years)

          

          WeightedAverageExercisePrice

          

          WarrantsExercisable

          

          WeightedAverageExercisePrice$1.00

          

          

          5,999,997

          

          

          

          0.97

          

          

          $

          1.00

          

          

          

          5,999,997

          

          

          $

          1.001.00

          

          

          8,350,000

          

          

          

          4.69

          

          

          

          1.00

          

          

          

          8,350,000

          

          

          

          1.001.00

          

          

          500,000

          

          

          

          4.81

          

          

          

          1.00

          

          

          

          500,000

          

          

          

          1.002.00

          

          

          200,000

          

          

          

          5.23

          

          

          

          2.00

          

          

          

          200,000

          

          

          

          2.0010.00

          

          

          250,000

          

          

          

          8.04

          

          

          

          10.00

          

          

          

          250,000

          

          

          

          10.0012.50

          

          

          75,000

          

          

          

          0.88

          

          

          

          12.50

          

          

          

          75,000

          

          

          

          12.50Total

          

          

          15,374,997

          

          

          

          

          

          

          

          

          

          

          

          15,374,997

Authorized Shares

At the Companys 2005 Annual Meeting of Stockholders held on May 23, 2005, the shareholders approved to amend the Certificate of Incorporation to increase the number of authorized shares of Common Stock to 400,000,000 shares.

Note 13. Income Taxes

The Company files income tax returns in the U.S. and various state jurisdictions.

41

TABLE OF CONTENTS

CARDIOVASCULAR BIOTHERAPEUTICS, INC.(Unaudited)  NOTES TO FINANCIAL STATEMENTSMarch 31, 2008

Note 13. Income Taxes   (continued)

The Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48) on January 1, 2007. The Company assessed the potential liability for all uncertain tax positions as required by FIN 48 at December 31, 2007 and, March 31, 2008. The Company concluded that it has no uncertain tax positions that might give rise to potential tax liabilities or to amend the accumulated net operating losses available to carry forward for application against future taxable income in each of the Companys taxing jurisdictions. At December 31, 2007 the Company reduced its research and development credit carry
forward to a more sustainable amount under federal or state examination. To date the Company has not benefited from this carry forward. Net operating losses were reduced as well and are detailed below.

No interest or penalty related to uncertain tax positions in income tax expense is required to be recognized for the three month period ended March 31, 2008. The Company is in the development stage and has incurred losses since its inception. All tax years from inception are subject to examination by the federal and state taxing authorities, respectively. There are no income tax examinations currently in progress. In some cases the statute of limitations for audit periods may or may not apply.

The adoption of FIN 48 created a reduction of the federal and state net operating loss carry forwards of approximately $950,000 respectively. A reduction of $256,000 in the federal research and development credit carry forward was also recognized in 2007. Typically under audit by federal taxing authorities these credits are reduced by thirty percent and as such the company has reflected this likelihood. In 2008 the company reduced its federal research and development credit carry forward from $852,000 to $642,000.

As the Company has significant net operating loss carry forwards, even if certain of the Companys tax positions were disallowed, it is not foreseeable that the Company would have any income tax liabilities in the near future. Consequently, the Company does not calculate the impact of interest or penalties on amounts that might be disallowed.

Included in the Companys net operating loss carry forward at March 31, 2008, are tax positions for which the ultimate deductibility is highly certain but for which there is some uncertainty about the timing of such deductibility. Due to the impact of deferred tax accounting, the disallowance of the shorter deductibility period would not affect the annual effective tax rate.



Net Operating Loss Carry Forward:

          

          As ofDecember 31,2007

          

          As ofMarch 31, 2008(In Thousands)Federal income taxes

          

          $

          69,357

          

          

          $

          78,202State income taxes (California)

          

          

          59,792

          

          

          

          66,072

These losses will expire through 2008 to 2018.

The utilization of net operating loss carry forwards may be limited due to the ownership change under the provisions of Internal Revenue Code Section 382 and similar state provisions. The Company is undergoing a study to determine how the increase in ownership by the public may affect the Companys net operating loss carryover under Internal Revenue Code Section 382 and similar state provisions.



As of March 31, 2008(In Thousands)Federal research and development credit carry forward

          

          $

          642

Accordingly, no deferred income tax benefit has been recognized in these financial statements since management does not believe the recoverability of the deferred tax assets during the foreseeable future is more likely than not.

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CARDIOVASCULAR BIOTHERAPEUTICS, INC.(Unaudited)  NOTES TO FINANCIAL STATEMENTSMarch 31, 2008

Note 14. Commitments and Contingencies

Leases

In April 2004, the Company entered into a non-cancelable operating lease agreement for office space that requires monthly payments of $5,882 which expired in October 2005. On May 2004, the Company gave a deposit of $5,900. The Company vacated this facility in October 2005 and subsequently the deposit was refunded.

During 2004 and 2005, the Company sub-leased space from Phage for approximately $2,800 per month as part of the agreement for administrative services.

In November 2005, the Company entered into a five year operating lease for its corporate headquarters commencing on March 1, 2006. The lease provides for a renewal option for an additional five years. The lease provides for increases in annual rental payments of approximately 3%. Also, the agreement requires the Company to pay its share of certain common operating costs that are to be assessed annually. On May 23, 2007, Canta Rana Ranch, L.P., a California Limited Partnership (Canta Rana), released CardioVascular BioTherapeutics, Inc. (the Company) from its obligations under the Standard Lease Guaranty, executed by the Company
on March 15, 2006 (the Guaranty), in connection with the Standard Industrial Net Lease (the Phage Lease), dated March 15, 2006, between Phage Biotechnology Corporation, a Delaware Corporation (Phage) and Canta Rana. The Agreement Exchanging Lease Guaranties (the Agreement), executed by Canta Rana and the Company, among other parties, became effective on May 23, 2007 when the terms therein were satisfied and which effectiveness thereby terminated and superseded the Guaranty, which released the Company of any and all obligations of Phage under the Phage Lease. Also in relation to the termination of the Guaranty, the Indemnity and Reimbursement Agreement, dated March 15, 2006, between the Company and Phage that was executed in exchange for the Guaranty, automatically terminated on May 21, 2007, the effective date of the exchange of guaranties referenced in the Agreement.

The Company entered into a Second Amendment dated September 8, 2006 (to be effective as of September 1, 2006) for the expansion space use of administrative offices in Las Vegas. The Second Amendment commences on August 29, 2006 and shall run coterminous with the term of that certain lease, dated November 1, 2005 for the space, consisting of 7,348 square feet of rentable space and expires on February 28, 2011. In total, including the annual base rent the Company will pay approximately $381,000 in base rent for the expansion space throughout the term of the lease.

The Company entered into a Lease Agreement dated August 7, 2006 with Nancy Ridge LLC, a Delaware Limited Liability Company, for the use of general office and laboratory space in San Diego, CA. The lease commences on September 1, 2006 and expires on May 13, 2013, at which time the Company will have the option of extending the lease by five years on the same terms and conditions of the lease. The Company has paid Nancy Ridge a fully refundable security deposit in the amount of $58,000, and further agrees to pay $15,000 per month for the term of the lease for the use of 6,768 square feet of general office and laboratory space. The security deposit is
refundable thirty days upon termination of the lease.

The Company concluded that it would be more cost effective to continue outsourcing certain research and development activities than to increase its business activities in the San Diego laboratory facility. Accordingly, on March 14, 2008 the Company terminated its lease of the facility in San Diego in exchange for the amount of the security deposit of $57,805. There is no future liability after this date.

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CARDIOVASCULAR BIOTHERAPEUTICS, INC.(Unaudited)  NOTES TO FINANCIAL STATEMENTSMarch 31, 2008

Note 14. Commitments and Contingencies   (continued)



Paid Rent:

          

          December 31,2007

          

          March 31,2008(In thousands)Total rent paid(a)

          

          $

          465

          

          

          $

          83




(a)

          Total rent paid for the corporate office in Las Vegas and the San Diego lab facility.

Accrued Rent as of March 31, 2007

          

          Amount(In Thousands)Corporate headquarters

          

          $

          46

Security deposit is refundable thirty days upon termination of the lease.

The following is a schedule of future minimum rental payments required under the lease agreement:



Year

          

          Amount(In Thousands)2007

          

          $

          2008

          

          

          2582009

          

          

          3502010

          

          

          3602011

          

          

          58Total

          

          $

          1,026

Employment Agreements

In July 2004, the Company entered into an employment agreement with a non-executive employee, effective August 1, 2004, under the terms of which Cardio will pay a monthly salary of $10,000. The agreement was for three years and expired July 31, 2007.

Service Agreements

The Company has entered several service agreements listed below. These service fees for the obligations below were determined through a process of competitive bids and negotiation.

The major outstanding contractual obligations are as follows:



Item #

          

          Contract

          

          Agreement Name

          

          Start

          

          End Date1

          

          Phage Biotechnology

          

          Joint patent agreement

          

          28-Feb-2007

          

          1-Mar-20202

          

          Cardio Phage International (CPI)

          

          Distribution agreement

          

          16-Aug-2004

          

          16-Aug-20133

          

          Korea Bio-Development Corporation

          

          Manufacturing and distribution agreement

          

          15-Dec-2000

          

          15-Dec-20994

          

          Hesperion, Inc. (TouchStone, formerly Clinical CardioVascular Research, LLC)

          

          Clinical development of investigational drugs and devices for Cardiovascular indications

          

          24-Oct-2001

          

          Ongoing5

          

          CVBT Founder

          

          Royalty agreement

          

          16-Aug-2004

          

          31-Dec-20136

          

          Catheter and Disposables Technologies, Inc

          

          Product development

          

          1-Jun-2004

          

          31-Dec-2006

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CARDIOVASCULAR BIOTHERAPEUTICS, INC.(Unaudited)  NOTES TO FINANCIAL STATEMENTSMarch 31, 2008

Note 14. Commitments and Contingencies   (continued)

(1)

          The Company entered into a joint patent agreement with Phage as of February 28, 2007. The Company plans to develop and commercialize therapeutic methods related to the induction of angiogenesis or wound healing by administration of Fibroblast Growth Factor (FGF); and, Phage plans to develop and commercialize recombinant DNA methods for producing peptides/proteins. The Company and Phage entered into a joint patent ownership and license agreement dated as of August 16, 2004, which was later amended and restated as of May 23, 2006 (the Joint Ownership Agreement), for consideration the sufficiency of which was acknowledged in each agreement, pursuant to which Phage granted Cardio a 50% ownership interest in certain patents and patent applications listed in the Joint Ownership Agreement, as well as certain future patent rights, and the parties acknowledge that the Company would have exclusive rights within a defined field,
while Phage would have exclusive rights outside that field. Cardio and Phage entered a new agreement as of February 28, 2007 superseding the Joint Ownership Agreement so as to specify those future patents and patent applications that are to be subject to joint ownership and so as to restate the licenses granted in the Joint Ownership Agreement. Cardio and Phage acknowledged that the jointly owned and cross-licensed rights are vital to the parties respective plans for development and commercialization and further clarified the parties respective rights and provided for continued access to the necessary rights in the event of insolvency. In consideration for the grant of the exclusive right to the patent rights in the field, the Company shall pay a 6% royalty to Phage on the net sales price of finished product to end customer or distributor. The rights and obligations set forth in this agreement shall commence as of the effective date of this agreement and end upon the later
of (a) the expiration of the last to expire Jointly Owned Patent and (b) the abandonment of the last pending Jointly Patent Application.(2)

          CPI will act as distributor for the products of both Phage and the Company in locations throughout the world other than United States, Canada, Europe, Japan, China, and the Republic of Korea. CPI is obligated to pay the Company an amount equal to 50% of CPIs gross revenue from sales of the Companys products less CPIs direct and indirect costs.(3)

          As part of this agreement, KBDC arranged the purchase of 8,750,000 shares of the Companys common stock for $3,602,000 by Cardio Korea, Ltd. KBDC agreed to fund all of the regulatory approval process in Korea for any of the Companys products. In addition, KBDC agreed to pay the Company a royalty of ten percent net revenue from sales in its Asian territories.(4)

          Hesperian will assist the Company with the FDA approval process for drug.(5)

          The Companys royalty agreement with its Founder will provide him with a one percent royalty on net revenue from the sale of the Companys drug candidates, if any, measured quarterly and payable 90 days after quarter end.(6)

          Catheter and Disposables Technologies, Inc. will design, develop, and fabricate two different prototype catheter products that will facilitate the administration of CVBT-141A by catheter delivery.

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CARDIOVASCULAR BIOTHERAPEUTICS, INC.(Unaudited)  NOTES TO FINANCIAL STATEMENTSMarch 31, 2008

Note 14. Commitments and Contingencies   (continued)

These service fees for the obligations below were determined through a process of competitive bids and negotiation. Our major outstanding contractual obligations are summarized below (continued):



Item #

          

          Contract

          

          Agreement Name

          

          Start

          

          End Date7

          

          bioRASI, LLC

          

          CRO agreement

          

          8-Aug-2005

          

          20-Aug-20078

          

          Phage Biotechnology Corporation

          

          Lease Guarantee - San Diego

          

          15-Mar-2006

          

          15-Aug-139

          

          Promethean

          

          Convertible Notes

          

          20-Mar-2006

          

          19-Mar-0910

          

          Chief Executive Officer

          

          Guarantee agreement

          

          20-Mar-2006

          

          First date of generating revenue on repayment of notes.11

          

          Chief Executive Officer

          

          Guarantee reimbursement agreement

          

          20-Mar-2006

          

          First date of generating revenue on repayment of notes.12

          

          Kendle (formerly Charles River Laboratories)

          

          CRO agreement

          

          8-Aug-2006

          

          Completion of Phase II Severe Coronary Heart Disease13

          

          The Bruckner Group

          

          Feasibility Study

          

          4-Aug-2006

          

          Upon completion of study14

          

          Investment Banking

          

          Investment Banker

          

          6-Jun-2006

          

          Ongoing15

          

          Public Accounting Firm

          

          Professional Services

          

          1-July-2006

          

          Ongoing

(7)

          This agreement is for the purpose of assisting in the Companys clinical trials in Russia. bioRASI is the strategic initiative of the Russian Academy of Sciences (RAS) and is responsible for commercializing RAS bio-sciences and clinical resources. bioRASI is a contract research organization (CRO) providing services for its collaborative R&D clients in the areas of drug development, biologicals, and medical devices. This contract is now terminated.(8)

          This agreement is for a new manufacturing facility in San Diego, CA. The lease provides for minimum monthly rent and additional rent for shared costs, which aggregate approximately $20,000 per month.(9)

          The Company entered into a Securities Purchase Agreement with certain Investors to place $20,000,000 of senior secured notes together with warrants to purchase 705,882 shares of the Companys common stock. On May 21, 2007, the aggregate number of shares acquirable upon exercise of such warrants increased to 5,999,997. The notes are convertible into shares of the Companys common stock at any time at $12 per share until the price re-set as of May 21, 2007 at $1.00 per share (the Fixed Conversion Price). In addition, the notes are convertible after five months from the closing date at 94% of the average of the preceding five days weighted average trading price, if the result is lower than $12 per share. Conversion of the senior secured notes into the Companys common stock at other than the Fixed Conversion Price is limited to no more than 10% of the original $20,000,000 note balance per calendar month. The notes mature
in March 2009, and bear a resetting floating interest rate of three month LIBOR

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CARDIOVASCULAR BIOTHERAPEUTICS, INC.(Unaudited)  NOTES TO FINANCIAL STATEMENTSMarch 31, 2008

Note 14. Commitments and Contingencies   (continued)

plus 7%. The warrants may be exercised anytime up to March 2009. The warrant exercise price is $8.50 per share until the price was re-set as of May 21, 2007 at $1.00 per share. Substantially all of the Companys assets secure the notes.(10)

          Daniel C. Montano, Chairman, President and CEO of the Company, entered into a Guaranty Agreement whereby he guaranteed any and all of the Companys obligations resulting from the sale on March 20, 2006 of $20,000,000 of senior secured notes and warrants. The guaranty remains in effect until the first date on which the Company receives revenue from the sale of drugs with FGF-1141as API after such drug has been approved by the FDA, provided that on such date the Company is not in default of any provisions of the obligations or triggering events contained in the agreements for the senior secured notes and warrants and such default is not continuing. However, the guaranty will terminate upon the payment in full of the notes including conversion of the notes into common stock.(11)

          After the Companys obligations contained in the agreements for the senior secured notes and warrants have been paid in full, if Daniel C. Montano was required to make any payments pursuant to this guaranty prior to the payment in full of the Companys obligations, the Company will reimburse Daniel C. Montano for any such payments plus simple interest at 7% per annum from the date of the advance by Daniel C. Montano to the date reimbursed by the Company.(12)

          Kendle (formerly Charles River Laboratories Clinical Services International Ltd. or Charles River Laboratories) will support the Company in its Phase II Severe Coronary Heart Disease clinical trial ensuring that the protocol and study adhere to FDA regulatory requirements.(13)

          The Bruckner Group Incorporated has been assisting the Company in exploring the potential economic consequences of applying FGF-1141 to a variety of clinical scenarios and patent types. There are three distinct components in this project that will be performed simultaneously by the Bruckner Group. This project has an approximate total cost of $450,000.(14)

          The purpose of this agreement is to act as advisor for listing on the London Stock Exchanges Alternative Investment Market (AIM). The Company paid 100,000 GBP before admission to AIM and another 50,000 GBP in January 2007.(15)

          A provider of accountancy and business services to audit and review the Companys financial reports for listing on the London Stock Exchanges Alternative Investment Market, or AIM.

As of March 31,

          

          For thePeriod fromMarch 11, 1998(Inception) toMarch 31,2008Service Fees Paid for Major Contractual Obligations:

          

          2007

          

          2008(Dollars in Thousands)The Bruckner Group

          

          $

          360

          

          

          $

          

          

          

          $

          811Touchstone Research (C2R)(Hesperion)

          

          

          200

          

          

          

          14

          

          

          

          4,895Kendle (Charles River)

          

          

          170

          

          

          

          154

          

          

          

          1,719Total

          

          $

          730

          

          

          $

          168

          

          

          $

          7,425

Securities Act Compliance

Commencing in 2001 and ending in August 2004, the Company sold two series of convertible notes to investors who, with a few exceptions, were not residents or citizens of the United States. The Company made these sales in reliance on the fact that either the sales occurred outside the United States and were thus not subject to the jurisdiction of the Securities Act or were made to accredited investors pursuant to an exemption

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CARDIOVASCULAR BIOTHERAPEUTICS, INC.(Unaudited)  NOTES TO FINANCIAL STATEMENTSMarch 31, 2008

Note 14. Commitments and Contingencies   (continued)

from registration provided by the Securities Act. The Companys counsel has advised that the availability of those exemptions cannot be determined with legal certainty and that it is possible that the sale of some of the series of convertible notes may have violated the registration requirements of the Securities Act. As to most of those sales, a right of rescission may exist on which the statute of limitation has run out as of August 2007.

For those note holders that elected to convert to common stock and who have not sold that stock, the Company may have a contingent liability arising from the original purchase of the convertible notes that such note holders converted. That liability would extend for up to six years after the date of the sale of the applicable convertible note that was converted to common stock. The notes were converted at either $2.00 per share or $4.00 per share. All of the notes have been either converted into common stock or repaid in full.

The Company is unable to accurately estimate the likelihood or amount of potential liability that, if any, may arise for this contingency.

Government Regulation

Regulation by government authorities in the United States and foreign countries is a significant factor in the development, manufacture and marketing of drug products and in our ongoing research and product development activities. Drug candidates will require regulatory approval by government agencies prior to commercialization. In particular, human therapeutic products are subject to rigorous pre-clinical studies and clinical trials and other approval procedures of the FDA and similar regulatory authorities in foreign countries. Various federal and state statutes and regulations also govern or influence testing, manufacturing, safety, labeling,
storage and record keeping related to such products and their marketing. The process of obtaining these approvals and the subsequent substantial compliance with appropriate federal and state statutes and regulations require the expenditure of substantial time and financial resources.

Pre-clinical studies are generally conducted in laboratory animals to evaluate the potential safety and the efficacy of a product. Drug developers submit the results of pre-clinical studies to the FDA as a part of an investigational new drug application, which must be approved before clinical trials in humans may begin. Typically, clinical development of a new drug candidate involves three phases of clinical trials that are costly and time consuming. These Phases include:

Phase I

          Clinical trials are conducted with a small number of subjects to determine the early safety profile, maximum tolerated dose and pharmacokinetics of the product in human volunteers.Phase II

          Clinical trials are conducted with groups of patients afflicted with a specific disease in order to determine preliminary efficacy, optimal dosages and expanded evidence of safety.Phase III

          Large scale, multi-center, comparative trials are conducted with patients afflicted with a target disease in order to provide enough data to demonstrate with substantial evidence the efficacy and safety the FDA requires.The FDA closely monitors the progress of clinical trials that are conducted in the United States and may, at its discretion, reevaluate, alter, suspend or terminate the testing based upon the data accumulated to that point and the FDAs assessment of the risk/benefit ratio to the patient.

Litigation

The Company may become involved in various legal proceedings and claims which arise in the ordinary course of its business. The Company is not involved in any litigation at this time that is material to its business and is unaware of any material claims that may be filed against it.

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CARDIOVASCULAR BIOTHERAPEUTICS, INC.(Unaudited)  NOTES TO FINANCIAL STATEMENTSMarch 31, 2008

Note 15. Subsequent Event

On April 24, 2008 the Company entered into an agreement with Mr. Phillip Frey Jr. to form Cardio Derma Clinical Partners (CDCP), an R&D Partnership. Mr. Frey, as sponsor and general partner, will fund a minimum of $1,000,000 and up to $5,000,000 of the clinical development of the Companys wound healing drug candidate. The Company is exploring other similar opportunities for partnerships and joint ventures for co-development, clinical trials, marketing and distribution.

On March 18, 2008, the Company began a Private Placement of debt and warrants in an effort to raise up to $15,000,000 in promissory notes that mature within 18 months from the date of issuance. The notes are unsecured, guaranteed by the Companys CEO, Daniel C. Montano and serve as consideration for the issuance of warrants issued in conjunction with the notes. As of May 31, 2008, the Company has received gross proceeds of $1,025,800.

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

FORWARD LOOKING STATEMENTS

This Form 10-Q, including but not limited to this section, may contain forward-looking statements. These statements relate to future events or the Companys future financial performance and involve known and unknown risks, uncertainties and other factors that may cause the Company or its 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 the forward-looking statements. These risks and other factors include those listed under Risk Factors and elsewhere in this Form 10-Q. The
Company believes that the section entitled Risk Factors includes all material risks that could harm its business. In some cases, you can identify forward-looking statements by terminology such as may, will, should, expects, plans, anticipates, believes, estimates, predicts, intends, potential, continue or the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially.

The Company believes it is important to communicate its future expectations to the Companys investors. However, there may be events in the future that the Company may not able to accurately predict or control and that may cause the Companys actual results to differ materially from the expectations it describes in the forward-looking statements. Stockholders are cautioned that all forward-looking statements involve risks and uncertainties, and actual results may differ materially from those discussed as a result of various factors, including those factors described in the Risk Factors section of this Form 10-K. Stockholders
should not place undue reliance on the Companys forward-looking statements.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance or achievements.

You should read the following discussion and analysis of the Companys financial condition and results of operations together with the financial statements and the related notes appearing in Item 1. of this Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this Form 10-K, including information with respect to the plans and strategy for the Companys business and related financing, includes forward-looking statements that involve risks and uncertainties. You should review the Risk Factors set forth below in this section of this Form 10-K for a discussion of important factors
that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

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BUSINESS

1. Overview

CardioVascular BioTherapeutics, Inc. (formerly CardioVascular Genetic Engineering, Inc.), (CVBT), (Cardio) or (the Company) is a biopharmaceutical company focused on developing drugs to stimulate the growth of new blood vessels for the treatment of cardiovascular diseases. The active pharmaceutical ingredient (API) in the Companys drug candidates is acidic human fibroblast growth factor-1, FGF-1141 (formerly called Cardio Vascu-GrowTM) and it facilitates the growth of new blood vessels in the heart tissues and organs with an impaired vascular system. This process is referred
to as angiogenesis in the scientific community.

CardioVascular BioTherapeutics, Inc. was established in 1998, as a Delaware corporation, to commercialize the results of the clinical research in cardiovascular disease treatment for Severe Coronary Heart Disease (formerly known as No-Option Heart Patients) that Dr. Thomas J Stegmann, co-founder of the company, performed in the mid-1990s. The Company entered into an agreement with Dr. Stegmann, dated March 11, 1998, which is superseded by an agreement dated August 16, 2004, whereby Dr. Stegmann granted the Company a non-revocable exclusive perpetual right to use, modify, add to, practice and sell the results of his clinical trials. Dr. Stegmann will
receive a one percent royalty on all sales of drugs formulated with FGF-1141 through December 31, 2013. The grant of rights is perpetual and therefore cannot be terminated by Dr. Stegmann. To date the Company has made no royalty payments under this Agreement. Dr. Stegman serves the Company as a director and as Chief Medical Officer. From October 12, 2006 to June 1, 2008 he also served as Co-President. He now focuses his time as an Officer on the duties of Chief Medical Officer.

CardioVascular BioTherapeutics, Inc. has not generated revenues to date and expects to incur substantial and increasing losses for at least the next several years. The Company does not expect to generate revenues until the United States Food and Drug Administration (FDA) approves one of its drug candidates, and the Company begins marketing it. The Company expects to continue to invest significant amounts on the development of its drug candidates. The Company expects to incur significant commercialization costs when it recruits a domestic sales force. The Company also plans to continue to invest in research and development for additional
applications of FGF-1141 and to develop new drug delivery technologies. Accordingly, the Company will need to generate significant revenues to achieve and then maintain profitability.

Most of the Companys expenditures have been for research and development activities and general and administrative expenses. The Company conducts research to identify and evaluate medical indications that may benefit from its drug candidates and potential new drug candidates that can graduate from research to development. The Company classifies its research and development into two major classifications: pre-clinical and clinical. Pre-clinical activities include product analysis and development, primarily animal efficacy and animal toxicity studies. Clinical activities include FDA (or other countries equivalent regulatory agencies)
Investigational New Drug (IND) submissions, FDA-authorized trials and the FDA approval process for commercialization. Research and development expenses represent costs incurred for pre-clinical and clinical activities. The Company outsources its clinical trials and its manufacturing and development activities to third parties to maximize efficiency and minimize the Companys internal overhead. Manufacturing is outsourced to an affiliated entity. The Company expenses its research and development costs as they are incurred.

These expenses are subject to the risks and uncertainties associated with clinical trials and the FDA review and approval process. As a result, these additional expenses could exceed the Companys estimated amounts, possibly materially. The Company is uncertain as to what it expects to incur in future research and development costs for its pre-clinical activities as these amounts are subject to the outcome of current pre-clinical activities, Management is continuing its assessment of the economics of each individual research and development project and the internal competition for project funding.

General and administrative expenses have focused primarily on the activities of administrative support, marketing, intellectual property rights and corporate compliance. The Company anticipates that general and administrative expenses will increase as a result of the expected expansion of its operations, facilities and other activities associated with the planned expansion of the business, together with the additional costs associated with operating as a public company. The Company will incur sales and marketing expenses as it

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builds its sales force and marketing capabilities for its drug candidates, subject to receiving required regulatory approvals. The Company expects these expenses to be material.

2. Results of Operations

Three Months Ended March 31, 2007 and 2008

During the three month period ended March 31, 2008, the Company spent approximately $1,042,000 in research and development to support its FDA clinical trials. Research and development expenses decreased slightly in comparison to the same period last year.

Our research and development consist of $276,000 clinical trial costs and $324,000 paid to an affiliate for contract clinical research.

Clinical trial expenditures decreased from $610,000 to $276,000 due to the completion of earlier trials in 2007 while our newer trials are still in the planning, ramp-up, and site selection process for our Phase II CHD and Phase II Wound Healing trials. We also reduced our expenditures with our affiliate, Phage Biotechnology Corporation, due to the majority of production of the drugs required for our upcoming trials in 2007.



For the Three Month Period Ended March 31,2007

          

          2008

          

          $Change

          

          %Change(Dollars in Thousands)Research and development

          

          $

          1,614

          

          

          $

          1,042

          

          

          $

          (572

          )

          

          

          (35

          )%Clinical trials

          

          $

          610

          

          

          $

          276

          

          

          $

          (334

          )

          

          

          (55

          )%Phage Biotechnology Corporation (affiliate)

          

          $

          542

          

          

          $

          324

          

          

          $

          (219

          )

          

          

          (40

          )%

Our research and development costs are associated with the following clinical and pre-clinical trials as of March 31, 2008:

FDA Authorized Clinical Trials:



Drug Candidate

          

          IndicationCVBT-141A          

          Severe Coronary Heart Disease (CHD)  surgical deliveryCVBT-141B          

          Dermal Ulcers (Wound Healing)CVBT-141C          

          Peripheral Arterial Disease (PAD)CVBT-141H          

          Severe Coronary Heart Disease (CHD)  injection catheter delivery

Proof of Concept Clinical Trials:



Drug Candidate

          

          IndicationCVBT-141D          

          Disc Ischemia  proof of concept

Pre-Clinical Research and Development:



Drug Candidate

          

          IndicationCVBT-141E          

          StrokeCVBT-141F          

          Bone Repair

Clinical Development

The Company remains dedicated to moving its three FDA authorized clinical trials forward. Below is a summary of the Companys progress over the past year for each trial.

Clinical Development

i) Severe Coronary Heart Disease  Drug Candidate CVBT 141-A  Surgical delivery: We completed the enrollment and treatment of all patients specified in Phase I clinical trial protocol. A total of 21 patients were treated at six participating U.S. medical centers, which were managed by contract clinical research organization. A full report of this trial will be submitted to the FDA. The Company has completed collecting

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the final safety data on 12 month follow-up visits of patients who were treated in Phase I clinical trial. We filed a report with the FDA listing all adverse events or other safety issues observed in this trial up to and including the 12-week follow-up visit of all patients who participated in this trial. Of note, the Data and Safety Monitoring Committee, an independent group of three external physicians, reviewed all safety data from trial and concluded that there were no serious, unexpected adverse events attributable to drug candidate in this Phase I trial, and recommended we proceed onto a Phase II clinical trial Based on written comments received
back from the U.S. FDA, a major change in the clinical Protocol for the Phase II clinical trial was recommended and now authorized by the FDA dealing with the manner in which the API, FGF-1, will be delivered to the heart by a catheter injection system described below.

ii) Severe Coronary Heart Disease  Drug Candidate CVBT 141-H  Injection catheter delivery: CVBT is now proceeding with its Phase II clinical trial in patients with severe coronary heart disease. In collaboration with Cordis Corporation, the drug candidate will be delivered to the heart using their proprietary catheter injection system, the MyoStar® injection catheter. Before and after treatment with the drug candidate, each patients heart will be screened and ischemic regions of the heart identified utilizing Cordis Corporations NOGA® electromagnetic mapping system, in addition to other techniques
provided for in the protocol. A placebo group has been added as an additional control group to the Phase II study. This will significantly improve the statistical analysis of efficacy results we obtain from this trial.

The Phase II trial will be an international trial conducted in an expanded patient population in both U.S. and foreign clinical trial sites. We have chosen Kendle, an international clinical research organization to oversee and manage Phase II trial. Kendle will work closely with the Cordis Corporation to identify clinical trial sites that have prior experience with the MyoStar® and NOGA® catheter systems.

iii) Wound Healing  Drug Candidate CVBT-141B: On October 2, 2007, we announced the successful completion of Phase I trial with no serious adverse events. In this trial we tested wound healing drug candidate CVBT-141B in eight patients with diabetic foot ulcers or venous stasis leg wounds. The patients received either a low or high dose application of wound healing drug candidate and no adverse events were observed in any of the patients receiving the drug candidate. A Phase Ib/II clinical protocol to continue development of this drug candidate is now being finalized for submission to the FDA. In this trial, both safety and efficacy of
the drug candidate will be tested.

Previously, we completed animal studies that demonstrated that CVBT-141B was a safe and efficacious agent in healing wounds in diabetic mice. In addition, it was demonstrated that little, if any, of wound healing drug candidate was absorbed into the blood stream after topical application to the wound surface. Similar absorption studies are being conducted in patients in Phase I clinical trial. After completion of this Phase I trial, a Phase Ib/II Clinical Protocol has been drafted where the drug candidate, will be tested over a longer period to increase wound closure rates in a similar patient population.

iv) Peripheral Arterial Disease  Drug Candidate CVBT-141C: The FDA has authorized a Phase I clinical trial for the treatment of intermittent claudication associated with PAD. We are in the process of identifying clinical trial sites. Colorado Prevention Center will be the contracted clinical research organization that will manage this trial and they have identified six U.S. medical centers that will be contracted to perform this trial.

v) Lumbar Ischemia  Drug Candidate CVBT-141E: In 2007, four patients have been dosed in the low dose group with no adverse events reported. Due to extremely slow enrollment into this trial, the company has decided to halt this study and focus on the Disc Ischemia medical indication detailed below.

vi) Disc Ischemia  We have initiated a population study in all age groups to ascertain the degree that perfusion abnormalities of the lumbar vertebral bodies are associated with lumbar degenerative disc disease connected to low back pain and/or vertebral bone repair. We have contracted with the Orthopaedic Education and Research Institute (OrthoERI) of Southern California to perform a preliminary clinical study on approximately 50 volunteers. Dr. Vance Gardner, a noted orthopaedic spine surgeon and executive director of OrthoERI, has agreed to consult with CVBT regarding his scientific and market research. The study received
institutional review board (IRB) approval and to date approximately 41 volunteers have entered this proof-of-concept clinical study. The technique employed uses a unique and proprietary, contrast enhanced, high field

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strength MRI scanning technique that identifies blocked blood vessels and/or perfusion abnormalities of the lumbar vertebral bodies. The goal for the study is the identification of abnormalities that can be improved with angiogenic treatment. These abnormalities may include; diminished nutrition etiology of degenerative disc disease or an ischemic mechanism of vertebral bone degeneration. To date, we are observing differences in the perfusion of vertebrae in younger volunteers as compared to those in the ages that are more associated with degenerative disc disease and bone degeneration. Once an adequate population study has been completed
and diagnostic criteria developed, we will investigate the clinical use of drug candidate CVBT-141D, which contains FGF-1141, to improve a diagnosed ischemic state.

Pre-Clinical Development

i) Bone Repair: Data from a second animal model of bone growth indicated a robust effect of FGF-1 on the growth of new bone after a local injection to skull bones. The effect was significant and substantial. On July 17, 2007, CVBT announced that it has successfully completed work on a new medical indication for, FGF-1, in an animal model of bone growth. This research project, conducted in collaboration with Tufts University Medical School, will continue with future efforts to explore larger animals of bone growth that more closely resemble bone growth in humans.

ii) Stroke: We are continuing research with experimental animal models of both acute and chronic stroke, and we are examining the potential improvement in neurological deficits caused by stroke after treatment with FGF-1. On July 12, 2007, we announced the completion of a pre-clinical research program to assess the effects of the protein-based drug candidate, CVBT-141F, in reducing brain damage due to stroke. The results from three independent animal studies demonstrated that CVBT 141F significantly reduced the stroke-affected area in the brain.

General and Administrative



For the Three Month Period Ended March 31,2007

          

          2008

          

          $Change

          

          %Change(Dollars in Thousands)General and administrative

          

          $

          3,530

          

          

          $

          1,710

          

          

          $

          (1,820

          )

          

          

          (52

          )%Phage Biotechnology Corporation (affiliate)

          

          $

          21

          

          

          $

          4

          

          

          $

          (16

          )

          

          

          (80

          )%

For the three months period ended March 31, 2008, general and administrative expenses decreased approximately $1,820,000 or 52% in comparison to the same period in 2007. This increase includes:



$ Amountin ThousandsThese are our primary reductions in expenses:Professional expenses related to listing on the Alternative Investment Market of the London Stock Exchange.

          

          $

          616Officer compensation, related to the issuance of warrants in April 2005

          

          

          402Computer expenses reflecting the reduction in new project initiatives

          

          

          214Travel expenses

          

          

          204Investor relations

          

          

          155Net increase in all other expenses

          

          

          229Total decrease in expenses

          

          $

          1,820



For the Three Month Period Ended March 31,2007

          

          2008

          

          $Change

          

          %Change(Dollars in Thousands)Interest income

          

          $

          101

          

          

          $

          0

          

          

          $

          (101

          )

          

          

          (100

          )%

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Interest income decreased from $100,706 to approximately $0 for the period ended March 31, 2007 and 2008, respectively; as the result of a lower level of cash and marketable securities available for investment.



For the Three Month Period Ended March 31,2007

          

          2008

          

          $Change

          

          %Change(Dollars in Thousands)Interest expense

          

          $

          3,220

          

          

          $

          1,161

          

          

          $

          (2,059

          )

          

          

          (64%)



Components of Interest Expense:

          

          2007

          

          2008Interest from senior notes and demand notes

          

          $

          443

          

          

          $

          139Cashless interest from senior notes

          

          

          72

          

          

          

          7Amortization of deferred financing cost

          

          

          2,580

          

          

          

          762Amortization of derivatives

          

          

          125

          

          

          

          253Total interest expense

          

          $

          3,220

          

          

          $

          1,161

During the three month period ended March 31, 2008, interest expense decreased from approximately $3,220,000, to $1,160,000 the same period in 2007.



For the Three MonthsPeriod Ended March 31,2007

          

          2008(Dollars in Thousands)Adjustment to fair value of derivatives

          

          $

          (2,125

          )

          

          $

          (3,130

          )Adjustment to fair value of derivatives  other

          

          

          552

          

          

          

          (1,720

          )

Adjustment to fair value of derivatives decreased from approximately $2,126,000 to $3,130,000 and adjustments to the fair value of derivatives-expense other increased from ($552,000) to $1,720,000 for the period ended March 31, 2007 and 2008. In addition to the decrease in the outstanding balance of the Convertible Notes and the increase in the number of vested outstanding non-employee option and warrants, the primary components of the Change in Fair Value of Derivatives calculations are the changes in stock price during the reported period and the volatility in the stock prices of comparable companies used in the Black-Scholes Model. If
stock price decreases sufficiently, we may show Other Income; conversely, if it increases we may show Other Expense. Additionally, if the volatility in the stock prices of comparable companies used in the Black-Scholes Model increases sufficiently, we may show Other Expense, conversely, if it decreases, we may show Other Income. Since the issuance of the Convertible Notes on March 20, 2006 to the period ended March 31, 2008 the Companys stock price has decreased from $7.15 to $0.45 and was $0.92 at March 31, 2008. For the same period, the volatility in the stock price of comparable companies used in the Black-Scholes Model ranged from 44.56% to 130.87%. Since inception to March 31, 2008 the Company has shown $2,964,240 of adjustments to the fair value of derivatives as Other Expense.

3. Liquidity and Capital Resources

Sources of Liquidity

Since inception and through March 31, 2008, we have financed operations through the initial public offering of common stock, the private sale of capital stock and convertible notes and the private placement of senior secured convertible notes.

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The table below summarizes the net proceeds we have received of approximately $61,491,000 from the issuance of shares of common stock, convertible preferred stock and convertible notes payable and the private placement of senior secured convertible notes through March 31, 2008:



Source of Funds

          

          Net Proceeds(Dollarsin Thousands)Pre USA IPOConvertible preferred stock converts to common stock at 100/1, non-voting, no dividend

          

          $

          520Common stock

          

          

          3,904Total net proceeds for issuance of our pre-IPO convertible notes payable

          

          

          14,892Post USA IPOProceeds from the IPO, 1,725,000 shares of common stock sold at $1.00 per share net of the options exercised

          

          

          15,548Exercise of 2,026,064 stock option and warrants

          

          

          462Proceeds from private placement of senior secured convertible notes together with warrants to purchase 705,882 shares of Companys common stock. On May 21, 2007, the aggregate number of shares acquirable upon exercise of such warrants increased to 5,999,997 due to price re-set from $12.00 to $1.00 per share.(b)

          

          

          20,000Proceeds from private placement under Reg S(a)

          

          

          4,216Proceeds from the issuance of demand notes

          

          

          1,860Proceeds from issuance of warrants at $0.001 par value

          

          

          6Total proceeds from financing through March 31, 2008

          

          $

          61,408Deferred financing cost

          

          

          (5,065

          )Net proceeds per statement of cash flow

          

          $

          56,343




(a)

          On May 21, 2007, we entered into an agreement to sell 15,000,000 of common stock at a purchase price of $1.00 per share in connection with Private March 31, 2008, we issued 4,475,000 shares. We received gross proceeds in the amount of $4,475,000 and net proceeds in the amount of $4,325,000 towards completion of the Private Placement. The agreement, as amended, provides for commissions of 10% of the amount placed in addition to warrants to purchase 3,700,000 shares of our common stock at an exercise price of $1.00 per share. The investor paid $3,700 for the warrants. The agreement, as amended, expired November 9, 2007. We decided not to sell common stock below $1.00 per share through November 9, 2007. We are in discussions to extend the agreement, but there can be no assurance that the agreement will be extended nor that the remaining funds will be raised.(b)

          On March 20, 2006, we completed the private placement of $20,000,000 of senior secured notes together with warrants to purchase 705,882 shares of our common stock which was increased to 5,999,997 due to price re-set from $8.50 to $1.00. We will incur certain penalties if it fails to file, obtain and maintain the effectiveness of a registration statement covering the Securities, such as cash payments to the note holders calculated under formulas based on the principal amount of the notes and aggregate exercise price of the warrants. A total of $1,553,000 in transaction fees and expenses have been paid by us, such that we realized net proceeds in the amount of $18,447,000.4. Cash Flow

Three Months Ended March 31, 2007 and 2008

Cash consumed in our operating activities decreased by 75% for the three months ended March 31, 2008 compared to the same period in 2007. We are progressing in our Severe Coronary Heart Disease Phase II, Wound Healing Phase II, clinical trials as discussed in the result of operation. The Company announced its FDA approval to proceed Phase II of its Coronary Heart Disease in July 2007.

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Cash consumed in our investing activities decreased by 97% due to a reduction in capital expenditures for property and equipment, resulting in approximately $57,000 less of cash consumption in investing activities for the quarter ended March 31, 2008.



Three Month Period Ended March 31,2007

          

          2008

          

          $Change

          

          %Change(Dollars in Thousands)Cash flow used in operating activities

          

          $

          (5,201

          )

          

          $

          (1,257

          )

          

          $

          3,944

          

          

          

          (75

          )%Cash flow (used in) provided from investing activities

          

          

          (58

          )

          

          

          (2

          )

          

          

          57

          

          

          

          (97

          )%Cash flow provided from financing activities(a)

          

          

          (278

          )

          

          

          960

          

          

          

          1,238

          

          

          

          (445

          )%




(a)

          On May 21, 2007 we entered into an agreement to sell 15,000,000 of common stock at a purchase price of $1.00 per share in connection with Private Placement to the investor and certain other subscribers pursuant to a subscription agreement. During the three month period ended March 31, 2008, we issued 825,000 shares in exchange for gross proceeds of $825,000 and net proceeds of $742,000 towards completion of the Private Placement.5. Funding Requirements

We do not expect to generate significant additional funds unless and until we obtain marketing approval for and begins selling, one of its new drug candidates. The Company believes that the key factors that will affect its internal and external sources of cash are:



          our ability to successfully obtain marketing approval for and to commercially launch one of our new drug candidates;

          the success of our other pre-clinical and clinical development programs; and

          the receptivity of the capital markets to financing by biotechnology companies.

          our revenues, if any, from successful development and commercialization of our potential products.Based on historical as well as budgeted expenditures, we believe we will need to raise additional external funds in the future through the sale of additional equity or debt securities to continue to develop our drug candidates at our current rate of expenditure. The sale of additional equity securities will result in additional dilution to our stockholders. Additional financing may not be available in amounts or on terms acceptable to us or at all. If we are unable to obtain additional financing, we may be required to reduce the scope of, delay or eliminate some or all of its planned research, development and commercialization activities, which could
harm the financial condition and operating results.

6. Contractual Obligations and Commercial Commitments

The following table summarizes our long-term contractual obligations as of March 31, 2008:



Total

          

          Less than1 Year

          

          1  3 Years

          

          3  5 Years

          

          More than5 Years(In Thousands)Long-term debt obligations(a)

          

          $

          3,080

          

          

          

          3,080

          

          

          $

          

          

          

          $

          

          

          

          $

          Operating lease obligations(b)(c)

          

          

          1,026

          

          

          

          143

          

          

          

          670

          

          

          

          213

          

          

          

          Total

          

          $

          4,106

          

          

          $

          3,223

          

          

          $

          670

          

          

          $

          213

          

          

          $

          




(a)

          We sold $20,000,000 of notes that have a floating interest rate of 3 month LIBOR plus 7%. We have the option to pay the interest with registered common stock. During the three months ended March 31, 2007, note holders converted $3,493,266 of the convertible senior secured notes to $3,653,980 shares of common stock for an average price of $0.96. During the three months ended March 31, 2008, convertible note holders elected to convert $800,000 of their notes receivable to 800,000 shares of common stock for

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an average price of $1.00. Should interest rates remain constant and the lenders do not convert anymore debt into common stock, and if we choose to make payments in cash, we would have a liability of approximately $360,360.(b)

          In November 2005, we entered into an operating lease agreement for office space in Las Vegas, Nevada, which requires monthly payments of approximately $17,900. We have one five-year option to renew the lease. Building operating expenses are reconciled annually, and any increase over the base year is billed pro rata among the buildings tenants. We occupied this property in March 2006. We entered into a second amendment on September 8, 2006, for the expansion space use of administrative offices in Las Vegas. The five-year lease obligation is approximately $1,161,393 including approximately $409,028 in base rent for the expanded space throughout the term of the lease.(c)

          We entered into a Lease Agreement dated August 7, 2006 with Nancy Ridge LLC, a Delaware Limited Liability company, for the use of general office and laboratory space in San Diego, CA. The lease commences on September 1, 2006 and expires on May 13, 2013, at which time we will have the option of extending the lease by five years on the same terms and conditions of the lease. The lease was terminated on March 14, 2008 in exchange for the amount of security deposit of $57,805. There is no future liability after this date.These service fees for the obligations below were determined through a process of competitive bids and negotiation. Our major outstanding contractual obligations are summarized below:

The major outstanding contractual obligations are as follows:



Item #

          

          Contract

          

          Agreement Name

          

          Start

          

          End Date1

          

          Phage Biotechnology

          

          Joint patent agreement

          

          28-Feb-2007

          

          1-Mar-20202

          

          Cardio PhageInternational (CPI)

          

          Distribution agreement

          

          16-Aug-2004

          

          16-Aug-20133

          

          Korea Bio-Development Corporation

          

          Manufacturing and distribution agreement

          

          15-Dec-2000

          

          15-Dec-20994

          

          Hesperion, Inc.(TouchStone, formerly Clinical CardioVascular Research, LLC)

          

          Clinical development of investigational drugs and devices for Cardiovascular indications

          

          24-Oct-2001

          

          Ongoing5

          

          CVBT Founder

          

          Royalty agreement

          

          16-Aug-2004

          

          31-Dec-20136

          

          Catheter and Disposables Technologies, Inc

          

          Product development

          

          1-Jun-2004

          

          31-Dec-2006

(1)

          The Company entered into a joint patent agreement with Phage as of February 28, 2007. The Company plans to develop and commercialize therapeutic methods related to the induction of angiogenesis or wound healing by administration of Fibroblast Growth Factor (FGF); and, Phage plans to develop and commercialize recombinant DNA methods for producing peptides/proteins. The Company and Phage entered into a joint patent ownership and license agreement dated as of August 16, 2004, which was later amended and restated as of May 23, 2006 (the Joint Ownership Agreement), for consideration the sufficiency of which was acknowledged in each agreement, pursuant to which Phage granted Cardio a 50% ownership interest in certain patents and patent applications listed in the Joint Ownership Agreement, as well as certain future patent rights, and the parties acknowledge that the Company would have exclusive rights within a defined field,
while Phage would have exclusive rights outside that field. Cardio and Phage entered a new agreement as of February 28, 2007 superseding the Joint Ownership Agreement so as to specify those future patents and patent applications that are to be subject to joint ownership and so as to restate the licenses granted in the Joint Ownership Agreement. Cardio and Phage acknowledged that the jointly owned and cross-licensed rights are vital to the parties respective plans for development and commercialization and further clarified the parties respective rights and provided for continued access to the necessary rights in the event of insolvency. In consideration for the grant of the exclusive right to the patent rights in the field, the Company shall pay a 6% royalty to Phage on the net sales price of finished product to end customer or distributor. The rights and obligations set forth in this agreement

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shall commence as of the effective date of this agreement and end upon the later of (a) the expiration of the last to expire Jointly Owned Patent and (b) the abandonment of the last pending Jointly Patent Application.(2)

          CPI will act as distributor for the products of both Phage and the Company in locations throughout the world other than United States, Canada, Europe, Japan, China, and the Republic of Korea. CPI is obligated to pay the Company an amount equal to 50% of CPIs gross revenue from sales of the Companys products less CPIs direct and indirect costs.(3)

          As part of this agreement, KBDC arranged the purchase of 8,750,000 shares of the Companys common stock for $3,602,000 by Cardio Korea, Ltd. KBDC agreed to fund all of the regulatory approval process in Korea for any of the Companys products. In addition, KBDC agreed to pay the Company a royalty of ten percent net revenue from sales in its Asian territories.(4)

          Hesperian will assist the Company with the FDA approval process for drug.(5)

          The Companys royalty agreement with its Founder will provide him with a one percent royalty on net revenue from the sale of the Companys drug candidates, if any, measured quarterly and payable 90 days after quarter end.(6)

          Catheter and Disposables Technologies, Inc. will design, develop, and fabricate two different prototype catheter products that will facilitate the administration of CVBT-141A by catheter delivery.These service fees for the obligations below were determined through a process of competitive bids and negotiation. Our major outstanding contractual obligations are summarized below (continued):



Item #

          

          Contract

          

          Agreement Name

          

          Start

          

          End Date7

          

          bioRASI, LLC

          

          CRO agreement

          

          8-Aug-2005

          

          20-Aug-20078

          

          Phage Biotechnology Corporation

          

          Lease Guarantee  San Diego

          

          15-Mar-2006

          

          15-Aug-139

          

          Promethean

          

          Convertible Notes

          

          20-Mar-2006

          

          19-Mar-0910

          

          Chief Executive Officer

          

          Guarantee agreement

          

          20-Mar-2006

          

          First date of generating revenue on repayment of notes.11

          

          Chief Executive Officer

          

          Guarantee reimbursement agreement

          

          20-Mar-2006

          

          First date of generating revenue on repayment of notes.12

          

          Kendle (formerly Charles River Laboratories)

          

          CRO agreement

          

          8-Aug-2006

          

          Completion of Phase II Severe Coronary Heart Disease13

          

          The Bruckner Group

          

          Feasibility Study

          

          4-Aug-2006

          

          Upon completion of study14

          

          Investment Banking

          

          Investment Banker

          

          6-Jun-2006

          

          Ongoing15

          

          Public Accounting Firm

          

          Professional Services

          

          1-July-2006

          

          Ongoing

(7)

          This agreement is for the purpose of assisting in the Companys clinical trials in Russia. bioRASI is the strategic initiative of the Russian Academy of Sciences (RAS) and is responsible for commercializing RAS bio-sciences and clinical resources. bioRASI is a contract research organization (CRO) providing services for its collaborative R&D clients in the areas of drug development, biologicals, and medical devices. This contract is now terminated.

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(8)

          This agreement is for a new manufacturing facility in San Diego, CA. The lease provides for minimum monthly rent and additional rent for shared costs, which aggregate approximately $20,000 per month.(9)

          The Company entered into a Securities Purchase Agreement with certain Investors to place $20,000,000 of senior secured notes together with warrants to purchase 705,882 shares of the Companys common stock. On May 21, 2007, the aggregate number of shares acquirable upon exercise of such warrants increased to 5,999,997. The notes are convertible into shares of the Companys common stock at any time at $12 per share until the price re-set as of May 21, 2007 at $1.00 per share (the Fixed Conversion Price). In addition, the notes are convertible after five months from the closing date at 94% of the average of the preceding five days weighted average trading price, if the result is lower than $12 per share. Conversion of the senior secured notes into the Companys common stock at other than the Fixed Conversion Price is limited to no more than 10% of the original $20,000,000 note balance per calendar month. The notes mature
in March 2009, and bear a resetting floating interest rate of three month LIBOR plus 7%. The warrants may be exercised anytime up to March 2009. The warrant exercise price is $8.50 per share until the price was re-set as of May 21, 2007 at $1.00 per share. Substantially all of the Companys assets secure the notes.(10)

          Daniel C. Montano, Chairman, President and CEO of the Company, entered into a Guaranty Agreement whereby he guaranteed any and all of the Companys obligations resulting from the sale on March 20, 2006 of $20,000,000 of senior secured notes and warrants. The guaranty remains in effect until the first date on which the Company receives revenue from the sale of drugs with FGF-1141 as API after such drug has been approved by the FDA, provided that on such date the Company is not in default of any provisions of the obligations or triggering events contained in the agreements for the senior secured notes and warrants and such default is not continuing. However, the guaranty will terminate upon the payment in full of the notes including conversion of the notes into common stock.(11)

          After the Companys obligations contained in the agreements for the senior secured notes and warrants have been paid in full, if Daniel C. Montano was required to make any payments pursuant to this guaranty prior to the payment in full of the Companys obligations, the Company will reimburse Daniel C. Montano for any such payments plus simple interest at 7% per annum from the date of the advance by Daniel C. Montano to the date reimbursed by the Company.(12)

          Kendle (formerly Charles River Laboratories Clinical Services International Ltd. or Charles River Laboratories) will support the Company in its Phase II Severe Coronary Heart Disease clinical trial ensuring that the protocol and study adhere to FDA regulatory requirements.(13)

          The Bruckner Group Incorporated has been assisting the Company in exploring the potential economic consequences of applying FGF-1141 to a variety of clinical scenarios and patent types. There are three distinct components in this project that will be performed simultaneously by the Bruckner Group. This project has an approximate total cost of $450,000.(14)

          The purpose of this agreement is to act as advisor for listing on the London Stock Exchanges Alternative Investment Market (AIM). The Company paid 100,000 GBP before admission to AIM and another 50,000 GBP in January 2007.(15)

          A provider of accountancy and business services to audit and review the Companys financial reports for listing on the London Stock Exchanges Alternative Investment Market, or AIM.

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Service Fees Paid for Major Contractual Obligations:



As of March 31,

          

          For thePeriod from March 1, 1998 (Inception) to March 31,20082007

          

          2008(Unaudited; Dollars in Thousands)The Bruckner Group

          

          $

          360

          

          

          $

          

          

          

          $

          811Touchstone Research (C2R)(Hesperion)

          

          

          200

          

          

          

          14

          

          

          

          4,895Kendle (Charles River)

          

          

          170

          

          

          

          154

          

          

          

          1,719Total

          

          $

          730

          

          

          $

          168

          

          

          $

          7,425

7. Off-Balance Sheet Transactions

At March 31, 2008, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

8. Recently Issued Accounting Pronouncements

On February 15, 2007, the FASB issued FASB Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities  Including an Amendment of FASB Statement No. 115. This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. This option is available to all entities, including not-for-profit organizations. Most of the provisions in Statement 159 are elective; however, the amendment to FASB Statement No. 115, Accounting for Certain Investments in Debt and Equity Securities, applies to all entities with available-for-sale and trading securities. Some requirements
apply differently to entities that do not report net income. The FASBs stated objective in issuing this standard is as follows: to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. The fair value option established by Statement 159 permits all entities to choose to measure eligible items at fair value at specified election dates. A business entity will report unrealized gains and losses on items for which the fair value option has been elected in earnings (or another performance indicator if the business entity does not report earnings) at each subsequent reporting date. A not-for-profit organization will report unrealized gains and losses in its statement of activities or similar statement. The fair value option: (a) may be applied instrument by instrument, with a few exceptions,
such as investments otherwise accounted for by the equity method; (b) is irrevocable (unless a new election date occurs); and (c) is applied only to entire instruments and not to portions of instruments. The Company has adopted FIN 48.

In June 2006, the FASB issued Interpretation No. 48,Accounting for Uncertainty in Income Taxes  An Interpretation of FASB Statement No. 109 (FIN 48). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprises financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 also prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return that results in a tax benefit. Additionally, FIN 48 provides guidance on de-recognition,
income statement classification of interest and penalties, accounting in interim periods, disclosure, and transition. This interpretation is effective for fiscal years beginning after December 15, 2006. The Company has adopted FIN 48.

In September 2006, FASB Statement No. 157, Fair Value Measurements, was issued by the FASB. This new standard provides guidance for using fair value to measure assets and liabilities. The FASB believes the standard also responds to investors requests for expanded information about the extent to which Companies measure assets and liabilities at fair value, the information used to measure fair value, and the effect of fair value measurements on earnings. Statement 157 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value, but does not expand the use of fair value in any new
circumstances. Currently, over 40 accounting standards within GAAP require (or permit) entities to measure assets and liabilities at fair value. Prior to Statement 157, the methods for measuring fair value were diverse and

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inconsistent, especially for items that are not actively traded. The standard clarifies that for items that are not actively traded, such as certain kinds of derivatives, fair value should reflect the price in a transaction with a market participant, including an adjustment for risk, not just the companys mark-to-model value. Statement 157 also requires expanded disclosure of the effect on earnings for items measured using unobservable data. Under Statement 157, fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the
reporting entity transacts. In this standard, the FASB clarifies the principle that fair value should be based on the assumptions market participants would use when pricing the asset or liability. In support of this principle, Statement 157 establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. The Company is evaluating how SFAS 157 will impact its results of operations and financial position.

In September 2006, Staff Accounting Bulletin issued Interpretation No. 108. This new standard provides guidance in processing of qualifying financial statement misstatements. The staff is aware of diversity in practice. For example, certain registrants do not consider the effects of prior year errors on current financial statements, thereby allowing improper assets or liabilities to remain unadjusted. While these errors may not be material if considered only in relation to the balance sheet, correcting the errors could be material to the current year income statement. Certain registrants have proposed to the staff that allowing these errors to remain
on the balance sheet as assets or liabilities in perpetuity is an appropriate application of generally accepted accounting principles. The staff believes that approach is not in the best interest of the users of financial statements. The interpretations in this Staff Accounting Bulletin are being issued to address diversity in practice in qualifying financial statement misstatements and the potential under current practice for the build up of improper amounts on the balance sheet. The Company has adopted this principal to address the qualified financial misstatements and prior period errors.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

The Company may have interest rate exposure to market risk with its cash and cash equivalents. Interest rates on its money market accounts ranged from 3.77% to 4.86% for the quarter ended March 31, 2008. The Company invests in high-quality financial instruments, primarily money market funds, federal agency notes, and United States treasury notes, which the Company believes are subject to limited credit risk. The Company currently does not hedge interest rate exposure. The effective duration of the Companys portfolio is less than three months, and no security has an effective duration in excess of three months. Due to the short-term nature of
our investments, the Company does not believe that there is any material exposure to interest rate risk arising from its investments.

The Company sold floating rate convertible debt securities. At March 31, 2008 there was $3.1 million of floating rate debt outstanding which is subject to interest rate risk. Interest rate on the Companys convertible notes payable was 11.70% for the quarter ended March 31, 2008. Each 100 basis points increase in interest rates relative to these borrowings would impact annual pre-tax earnings approximately $31,000 and the Companys cash flow should the Company choose to pay this interest in cash in lieu of paying in-kind.

Foreign Currency Risk

Most of the Companys transactions are conducted in United States dollars, although the Company does have some development and commercialization agreements with vendors located outside the United States. Transactions under certain of these agreements are conducted in United States dollars. If the exchange rate changed by ten percent, the Company does not believe that it would have a material impact on the results of operations or cash flows.

Derivative Securities Risk

The Company sold floating rate convertible debt securities which have several derivative features. Whereas the value of the derivative features effect the Companys Statement of Operations and Balance Sheet, there is no effect on the Companys cash flow.

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The value of these derivatives fluctuate change from period to period, until the notes are redeemed or converted. An increase in value of these derivatives will result in the Company having to record an expense to the Adjustment to Fair Value of Derivatives on the Statement of Operations. Conversely, a decrease in the value of these derivatives will result in the Company having to record income to the Adjustment to Fair Value of Derivatives on the Statement of Operations.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified by the SEC and that such information is accumulated and communicated to management, including our chief executive officer (CEO) and chief financial officer (CFO), as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable
assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Management, with participation by our CEO and CFO, has designed the Companys disclosure controls and procedures to provide reasonable assurance of achieving the desired objectives. As required by SEC Rule 13a-15(e), in connection with filing this Quarterly Report on Form 10-Q, management conducted an evaluation, with the participation of our CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15 promulgated under the Securities Exchange Act of 1934, as of March 31, 2008, the end of the period covered by this report.

Based upon the evaluation conducted by management in connection with the audit of the Companys financial statements for the year ended December 31, 2007, we identified a material weakness in our internal control over financial reporting with respect to accounting for derivatives. A material weakness is a significant deficiency, or a combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected by us in a timely manner. As a result of this material weakness, our CEO and CFO concluded that our
disclosure controls and procedures were not effective at the reasonable assurance level as of December 31, 2007 with respect to accounting for derivatives, and this condition continued as of March 31, 2008.

In light of this material weakness, we performed additional analyses and procedures in order to conclude that our financial statements for the three months ended March 31, 2008 included in this Quarterly Report on Form 10-Q were fairly stated in accordance with US GAAP. Accordingly, management believes that despite our material weakness, our financial statements for the three months ended March 31, 2008 are fairly stated, in all material respects, in accordance with US GAAP.

Plan for Remediation of Material Weaknesses

We plan to refine our internal control over financial reporting for derivatives to meet the internal control reporting requirements included in Section 404 of the Sarbanes-Oxley Act (SOX 404) to have effective internal controls by December 31, 2008. The effectiveness of the measures we implement in this regard will be subject to ongoing management review supported by confirmation and testing as part of our SOX 404 compliance process, as well as audit committee oversight. As a result, we expect that additional changes could be made to our internal control over financial reporting and disclosure controls and procedures.

During 2008, we intend to take the following remediation efforts:



          Re-evaluate the qualifications of the third party expert;

          Re-evaluate the processes surrounding the utilization of the third party expert, including;

          Identification of how the error in identification of derivatives occurred;

          Identification of how once the error occurred that review procedures did not disclose the error.

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

          Re-designing the process surrounding the utilization of the third party expert based on what we learn in the re-evaluation of the processes discussed immediately above in order to provide reasonable assurance that a material error cannot go undetected by the Company.We believe these remediation efforts will contribute towards an effective internal control environment for financial reporting.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2007 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Control

A control system, no matter how well designed and operated, can provide only reasonable assurance that the objectives of the system are met. In addition, the design of a control system must reflect that there are resource constraints, and the benefits of controls must be considered relative to their costs. Inherent limitations in all control systems result in the fact that no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include imperfect judgments in decision making and breakdowns due to error or mistake. Also, the design of a control
system is based on the occurrence of future events, and no assurance can be given that a system will succeed in achieving its stated goal under all potential future conditions.

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PART IIOTHER INFORMATION

Item 1. Legal Proceedings

From time to time, the Company is involved in various routine legal proceedings incidental to the conduct of its business. The Company is currently not a party to any existing or threatening litigation or claim that is material to its business.

Item 1A. Risk Factors

There were no material changes in the risk factors discussed in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2007, as amended and filed on May 6, 2008, except for the following risk factors that have changed and are accordingly revised below.

Risks Related to the Company

The Company has a history of losses and expects to incur substantial losses and negative operating cash flows for the foreseeable future, and the company may never achieve or maintain profitability.

Since the Companys inception, it incurred significant net losses. As a result of ongoing operating losses, the Company has an accumulated deficit of approximately $79.4 million as of March 31, 2008. The Company is not currently profitable. Even if the Company succeeds in developing and commercializing its drug candidates, the Company expects to incur substantial losses for the foreseeable future and may never become profitable. The Company also expects to incur significant capital expenditures and anticipates that its expenses will increase substantially in the foreseeable future as the Company:



          seeks regulatory approvals for its new drug candidates.

          develop, formulate, manufacture and commercialize its new drug candidates.

          implement additional internal systems and infrastructure.

          hire additional clinical, scientific, administrative, sales and marketing personnel.The Company also expects to experience negative cash flow for the foreseeable future as it funds the operating losses and capital expenditures. As a result, the Company will need to generate significant revenues to achieve and maintain profitability. The Company does not expect to generate revenues unless one of its drug candidates is approved and may not be able to generate these revenues even if one is approved. The Company may never achieve profitability in the future.

At March 31, 2008, the Company has approximately $11,000 in cash and cash equivalents; and $61,000 in restricted cash.

In the three month period ended March 31, 2008 and year ended December 31, 2007, the Company issued unsecured demand notes to investors in exchange for gross proceeds of $1,575,000 and net proceeds of $1,533,000 in cash; and another $160,000 of unsecured demand notes to principal officers. Along with the notes sold to investors, the Company also sold 1,400,000 warrants with an exercise price of $1.00 for a term of five (5) years. The Company incurred $42,000 in commission expense in connection with the sale of these demand notes.

On March 18, 2008, the Company began a Private Placement of debt in an effort to raise up to $15,000,000 in promissory notes that mature within 18 months from the date of issuance. The notes are unsecured and serve as consideration for the issuance of warrants issued in conjunction with the notes. As of May 31, 2008, the Company has received gross proceeds of $1,025,800.

On May 21, 2007, the Company entered into an agreement to sell 15,000,000 of common stock at a purchase price of $1.00 per share in connection with Private Placement to the investor and certain other subscribers pursuant to a subscription agreement. As of December 31, 2007, the Company issued 3,650,000 shares. The Company received gross proceeds in the amount of $3,650,000 and net proceeds in the amount of $3,285,000 towards completion of the Private Placement. Between January 1, 2008 and March 31, 2008, the Company received additional gross proceeds in the amount of $824,955 and $742,460 net proceeds. The agreement with the placing agent, as
amended, terminated on January 31, 2008.

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On March 20, 2006, the Company completed the sale of $20,000,000 of senior secured notes and related detached warrants for net proceeds of $18,447,000. The Company believes that it would be necessary to raise additional funds to maintain the current level of activity. 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 financing or other potential sources. The lack of additional capital resulting from 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 the business. Furthermore, there can be no assurance that any such required funds, if available, will not have a significant dilutive effect on the Companys existing stockholders.

Exercise of the warrants that the company is issuing in conjunction with its private placement of promissory notes could also cause substantial dilution.

On March 18, 2008 the Company began a Private Placement of debt and warrants in an effort to raise up to $15,000,000 in promissory notes that mature within 18 months from the date of issuance. The warrants are being issued at exercise prices ranging from $1.00 to $1.50 per share. Each warrant grants the right to purchase a total number of shares of Common Stock of the Company, such that the aggregate exercise price of the particular warrant equals 100% to 150% of the amount invested under the note issued to that particular investor. The warrants are immediately vested and may be exercised for three to five years. As of May 31, 2008, the Company has
issued nine immediately vested warrants to purchase 1,105,800 shares at an exercise price of $1.00 for exercisable for three to five years depending on the warrant. If the Private Placement reaches the full amount sought to be raised, it is possible the Company may issue warrants to purchase up to 22,500,000 shares of the Companys Common Stock over the next five years. The Companys stock price is subject to severe volatility. Accordingly, the exercise of the warrants could result in substantial dilution to the existing shareholders.

The Companys Chairman, Co-President and CEO is a guarantor of its obligation under the Companys senior secured notes and warrants and private placement of notes and warrants.

On March 20, 2006, Daniel C. Montano, the Companys Chairman, Co-President and CEO, entered into a Guaranty Agreement whereby he guaranteed all of the Companys obligations resulting from the sale on March 20, 2006 of $20,000,000 of senior secured notes and warrants. The guaranty remains in effect the first date on which the Company receives revenue from the sale of drugs in which FGF-1141 is the active pharmaceutical ingredient after the FDA approves such drugs, provided that on such date the Company is not in default of any provisions of the obligations or triggering events contained in the agreements for the senior secured
notes and warrants and such default is not continuing. However, the guaranty will terminate upon the payment in full of the notes including conversion of the notes into the Companys common stock.

After the Companys obligations contained in the agreements for the senior secured notes and warrants have been paid in full, if Daniel C. Montano was required to make any payments pursuant to this guaranty prior to the payment in full of the Companys obligations, the Company will reimburse Daniel C. Montano for any such payments plus simple interest at 7% per annum from the date of the advance by Daniel C. Montano to the date reimbursed by the Company.

On March 18, 2008, the Company began a Private Placement of debt and warrants in an effort to raise up to $15,000,000 in promissory notes that mature within 18 months from the date of issuance. The notes are unsecured and serve as consideration for the issuance of warrants issued in conjunction with the notes. As of May 31, 2008, the Company has received gross proceeds of $1,025,800 for which Daniel C. Montano has guarantee repayment pursuant to the terms of five notes.

Daniel C. Montano owes a fiduciary duty of loyalty to the Company. However, there is potential for conflicts of interest between Daniel C. Montanos personal interests and the Companys, whether Daniel C. Montanos guaranties are called upon or not. No assurance can be given that material conflicts will not arise that could be detrimental to the Companys operations and financial prospects.

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Conversion into common stock of the senior secured notes and warrants that the Company sold in 2006 has also caused substantial dilution.

The Company completed the private placement of $20,000,000 of senior secured notes together with warrants to purchase 705,882 shares of the Companys common stock on March 20, 2006. The notes were convertible into shares of the Companys common stock at any time at $12 per share until the conversion price was re-set on May 21, 2007 to $1.00 per share (the Fixed Conversion Price). In addition, the notes are convertible after five months from the closing date at 94% of the average of the preceding five days weighted average trading price, if the result is lower than $1.00 per share. Conversion of the senior secured notes into the
Companys common stock at other than the Fixed Conversion Price is limited to no more than 10% of the original $20,000,000 note balance per calendar month. The notes mature in March 2009. In connection with the notes, the Company also issued warrants to purchase an aggregate of 705,882 shares of its common stock. On May 21, 2007, the aggregate number of shares acquirable upon exercise of such warrants increased to 5,999,997 due to the price re-set. The term of the warrants is three years, which expires March 2009. The warrant exercise price was $8.50 per share, until the exercise price was re-set on May 21, 2007 to $1.00 per share. The Companys stock price is subject to severe volatility. Accordingly, the conversion of the senior secured notes and the exercise of the warrants could result in substantial dilution to the existing shareholders. Additional detail regarding the conversions and remainder of the Senior Secured Notes may be found in the Notes to the Financial
Statements below.

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

Use of Proceeds from IPO:



As ofMarch 31,2008(In Thousands)Use of proceeds from IPO in pre-clinical and clinical trials

          

          $

          5,460Use of proceeds from IPO in general and administrative activities

          

          

          10,141Interest on senior secured notes

          

          

          92Total

          

          $

          15,693

Use of Proceeds from Private Placement:



As ofMarch 31,2008(In Thousands)Use of proceeds from Promethean notes in pre-clinical and clinical trials

          

          $

          4,739Use of proceeds from Promethean notes in general and administrative activities

          

          

          11,651Interest on senior secured notes

          

          

          2,207Total

          

          $

          18,597

Use of Proceeds from Private Placement under Reg S:



As ofMarch 31,2008(In Thousands)Use of proceeds in pre-clinical and clinical trials

          

          $

          1,622Use of proceeds in general and administrative activities

          

          

          2,661Interest on senior secured notes

          

          

          331Total

          

          $

          4,614

Item 3. Defaults Upon Senior Securities

None.

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Item 4. Submission of Matters to a Vote of Security Holders

There were no matters submitted to a vote of security holders during the first quarter of 2008.

Item 5. Other Information

None

Item 6. Exhibits

The following exhibits are filed as part of this report:



ExhibitNo.

          

          Description3.1

          

          Restated Certificate of Incorporation, dated July 22, 2004 (incorporated by reference to Exhibit 3.1 of the Registrants Registration Statement on Form S-1, File No. 333-119199, filed with the Securities and Exchange Commission on September 23, 2004 (2004 S-1)4.1

          

          Form of Series I Convertible Notes outstanding (incorporated by reference to Exhibit 3.4 to the 2004 S-1)4.2

          

          Form of Series II Convertible Notes outstanding (incorporated by reference to Exhibit 3.5 to the 2004 S-1)4.3

          

          Form of Series IIa Convertible Notes outstanding (incorporated by reference to Exhibit 3.6 to the 2004 S-1)10.1

          

          Underwriters Warrant (incorporated by reference to Exhibit 10.1 of the Registrants Amended Registration Statement on Form S-1/A, File No. 333-119199, filed with the Securities and Exchange Commission on January 13, 2005 (2004 S-1/A second update)10.2

          

          Joint Patent Ownership and License Agreement between CardioVascular BioTherapeutics, Inc. and Phage Biotechnology, Inc., dated August 16, 2004 (incorporated by reference to Exhibit 10.2 to the 2004 S-1)10.3

          

          2004 Stock Plan and associated form of Stock Option Award Agreement (incorporated by reference to Exhibit 10.3 to the 2004 S-1)10.4

          

          Agreement on Technology & Business Right Transfer between CardioVascular Genetic Engineering, Inc. and Korea Biotechnology Development Co., Ltd., dated December 15, 2000 (incorporated by reference to Exhibit 10.4 of the 2004 S-1 first amendment)10.5

          

          Agreement between CardioVascular BioTherapeutics, Inc. and Dr. Thomas Joseph Stegmann, dated August 30, 2004 (incorporated by reference to Exhibit 10.5 to the 2004 S-1)10.6

          

          Tenants Assignment of Lease with Consent by Landlord and Assumption by Assignee, dated April 30, 2004 and underlying sublease for premises at 1700 W. Horizon Ridge Parkway, Suite 100, Henderson, Nevada 89012 (incorporated by reference to Exhibit 10.6 to the 2004 S-1)10.7

          

          Guarantee of Sublease between Phage Biotechnology Corporation and The Regents of the University of California, dated August 24, 2004 (incorporated by reference to Exhibit 10.7 to the 2004 S-1)10.8

          

          Distributorship Agreement among CardioVascular BioTherapeutics, Inc., Phage Biotechnology Corporation and Cardio Phage International Inc., dated as of August 16, 2004 (incorporated by reference to Exhibit 10.8 to the 2004 S-1)10.9

          

          Clinical Research Services Agreement between Clinical Cardiovascular Research, LLC (acquired by Touchstone Research, Inc. nka Hesperion, Inc.) and CardioVascular Genetic Engineering (nka CardioVascular BioTherapeutics, Inc.), dated October 24, 2001, and amendments 1, 2 and 3 thereto (incorporated by reference to Exhibit 10.9 to the 2004 S-1)10.10

          

          Engagement Agreement, dated March 2, 2006, between CardioVascular BioTherapeutics, Inc. and C.K. Cooper & Company, Inc. (incorporated by reference to Exhibit 10.10 of the Registrants Annual Report on Form 10-K, File No. 000-51172, filed with the Securities and Exchange Commission on March 31, 2006 (2005 10-K)

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ExhibitNo.

          

          Description10.11

          

          Agreement, dated June 23, 2004, between Catheter and Disposable Technology Inc. and CardioVascular BioTherapeutics, Inc. (incorporated by reference to Exhibit 10.11 to the 2004 S-1)10.12

          

          Agreement, dated February 15, 2004, between DaVinci Biomedical Research Products, Inc. and CardioVascular Genetic Engineering (nka CardioVascular BioTherapeutics, Inc.) (incorporated by reference to Exhibit 10.12 to the 2004 S-1)10.13

          

          Agreement, dated March 11, 2004, between DaVinci Biomedical Research and CardioVascular Genetic Engineering (nka CardioVascular BioTherapeutics, Inc.) (incorporated by reference to Exhibit 10.13 to the 2004 S-1)10.14

          

          Master Agreement between MPI Research, Inc. and Phage Biotechnology Corporation dated March 2004 (incorporated by reference to Exhibit 10.14 to the 2004 S-1)10.14(a)

          

          Services Agreement Addendum No. 1, dated November 17, 2004, between MPI Research, Inc. and Phage Biotechnology Corporation (incorporated by reference to Exhibit 10.14(a) of the 2004 S-1 second amendment)10.14(b)

          

          Services Agreement Addendum No. 2, dated December 31, 2004, between MPI Research, Inc. and Phage Biotechnology Corporation (incorporated by reference to Exhibit 10.14(b) to the 2004 S-1 second amendment)10.15

          

          Lease Agreement, dated November 1, 2005, between Howard Hughes Properties, Limited Partnership and CardioVascular BioTherapeutics, Inc. (incorporated by reference to Exhibit 10.15 to the 2005 10-K)10.16

          

          Voting Agreement and Proxy, dated January 9, 2004, among Daniel Montano, Cardio Korea Ltd. and CardioVascular Genetic Engineering (nka CardioVascular BioTherapeutics, Inc.) (incorporated by reference to Exhibit 10.16 of the 2004 S-1 third amendment)10.17

          

          Sublease Agreement, dated November 2005, between CardioVascular BioTherapeutics, Inc. and Phage Biotechnology Corporation (incorporated by reference to Exhibit 10.17 to the Annual Report on Form 10-K for fiscal year ended December 31, 2005)10.18

          

          Securities Purchase Agreement, dated March 20, 2006 (incorporated by reference to Exhibit 10.1 of the March 2006 8-K)10.19

          

          Registration Rights Agreement dated March 20, 2006 (incorporated by reference to Exhibit 10.2 to the March 2006 8-K)10.20

          

          Security Agreement dated March 20, 2006 (incorporated by reference to Exhibit 10.3 to the March 2006 8-K)10.21

          

          Patent Security Agreement dated March 20, 2006 (incorporated by reference to Exhibit 10.4 to the March 2006 8-K)10.22

          

          Guaranty of Daniel C. Montano dated March 20, 2006 (incorporated by reference to Exhibit 10.5 to the March 2006 8-K)10.23

          

          Pledge Agreement dated March 20, 2006 (incorporated by reference to Exhibit 10.6 to the March 2006 8-K)10.24

          

          Form of Note attached as Exhibit A to Exhibit 10.18 (incorporated by reference to Exhibit 10.7 to the March 2006 8-K)10.25

          

          Standard Industrial Net Lease, dated March 15, 2006, between Canta Rana Ranch, L.P. and Phage Biotechnology Corporation (incorporated by reference to Exhibit 10.1 of the Registrants Current Report on Form 8-K, File No. 000-51172, filed with the Securities and Exchange Commission on March 21, 2006 (March 2006 8-K)10.26

          

          Indemnity and Reimbursement Agreement for the Standard Industrial Net Lease of March 15, 2006, dated March 15, 2006, between CardioVascular BioTherapeutics, Inc., as guarantor, and Phage Biotechnology Corporation (incorporated by reference to the March 21, 2006 8-K)

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ExhibitNo.

          

          Description10.27

          

          Controlling Stockholders Agreement, dated as of August 30, 2004, by and among each of the Controlling Stockholders of CardioVascular BioTherapeutics, Inc. (incorporated by reference to Exhibit 9 to the 2004 S-1)10.28

          

          Amendment No. 1 to the Controlling Stockholders Agreement, dated as of April 13, 2006, by and among each of the Controlling Stockholders of CardioVascular BioTherapeutics, Inc. (incorporated by reference to Exhibit 9.1 of the Registrants Current Report on Form 8-K, File No. 000-51172, filed with the Securities and Exchange Commission on May 26, 2006 (May 2006 8-K)10.29

          

          Amended and Restated Joint Patent Ownership and License Agreement, dated August 16, 2006, between CardioVascular BioTherapeutics, Inc. and Phage Biotechnology Corporation (incorporated by reference to Exhibit 10.1 of the May 20, 2006 8-K)10.30

          

          Lease Agreement, dated August 7, 2006, by and between BMR-6828 Nancy Ridge LLC and CardioVascular BioTherapeutics, Inc. (incorporated by reference to Exhibit 10.1 of the Registrants Current Report on Form 8-K, File No. 000-51172, filed with the Securities and Exchange Commission on August 11, 2006)10.31

          

          First Amendment, dated January 11, 2006, to the November 1, 2005 Lease Agreement by and between Howard Hughes Properties and CardioVascular BioTherapeutics, Inc. (incorporated by reference to Exhibit 10.2 of the Registrants Current Report on Form 8-K, File No. 000-51172, filed with the Securities and Exchange Commission on September 6, 2006 (September 2006 8-K)10.32

          

          Second Amendment, dated August 29, 2006, to the November 1, 2005 Lease Agreement by and between Howard Hughes Properties and CardioVascular BioTherapeutics, Inc. (incorporated by reference to Exhibit 10.1 of the September 2006 8-K)10.33

          

          First Amendment, dated September 1, 2006, to the August 7, 2006 Lease Agreement by and between BMR-6828 Nancy Ridge LLC and CardioVascular BioTherapeutics, Inc. (incorporated by reference to Exhibit 10.1 of the Registrants Current Report on Form 8-K, File No. 000-51172, filed with the Securities and Exchange Commission on September 14, 2006)10.34

          

          Joint Patent Agreement, dated February 28, 2007 between Cardiovascular BioTherapeutics, Inc. and Phage BioTechnology Corporation (incorporated by reference to Exhibit 10.34 on Form 8-K, filed with the Securities and Exchange Commission on March 27, 2007).10.35

          

          FirmInvest, AG Private Placement offer dated May 20, 2007 (incorporated by reference to Exhibit 10.1 to the form 8-K filed on May 24, 2007).10.36

          

          Engagement Agreement, dated August 16, 2007, between CardioVascular BioTherapeutics, Inc. and GHL Financial Services LTD., Inc. (incorporated by reference to Exhibit 10.36 on Form 10-Q 3rd Quarter 2007 filed with the Securities and Exchange Commission on November 29, 2007).10.37

          

          Amendment to FirmInvest, AG Commitment Letter dated August 17, 2007 (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on August 17, 2007).10.38

          

          Amendment II to FirmInvest, AG Commitment Letter dated October 12, 2007 (incorporated by reference to Exhibit 10.38 on Form 10-Q 3rd Quarter 2007 filed with the Securities and Exchange Commission on November 29, 2007).10.39

          

          FirmInvest, AG warrant dated October 12, 2007 to purchase 3,700,000 shares of CardioVascular BioTherapeutics, Inc. Common Stock (incorporated by reference to Exhibit 10.39 on Form 10-Q 3rd Quarter 2007 filed with the Securities and Exchange Commission on November 29, 2007).10.40

          

          Form of Subscription Agreement for Reg S Offering (incorporated by reference to Exhibit 10.40 on Form 10-Q 3rd Quarter, 2007 filed with the Securities and Exchange Commission on November 29, 2007).10.41

          

          Termination of Lease Agreement, dated March 14, 2008 (incorporated by reference to Exhibit 10.01 to the form 8-K filed on March 24, 2008).

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ExhibitNo.

          

          Description24

          

          Power of Attorney (included on signature page of this registration statement)31.1

          

          Certification of Principal Executive Officer31.2

          

          Certification of Principal Financial Officer32

          

          Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes Oxley Act of 200299.1

          

          Governance Policies (incorporated by reference from Exhibit 99.1 to 2004 S-1)99.5

          

          Compensation Committee Charter (incorporated by reference from Exhibit 99.5 to 2004 S-1)99.6

          

          Nominating and Corporate Governance Committee Charter (incorporated by reference from Exhibit 99.6 to 2004 S-1

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

CARDIOVASCULAR BIOTHERAPEUTICS, INC.



June 5, 2008

          

          By:/s/ Mickael A. FlaaMickael A. Flaa Chief Financial Officer and Treasurer

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