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, 2009




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




For
the transition period from 
to





Commission
File Number 333-144596





MEDICAL DESIGN STUDIOS,
INC.


(Exact
Name of Registrant as Specified in Its Charter)





Nevada
              
              26-0482524(State
      or Other Jurisdiction of
                Incorporation
      or Organization)
              
              (I.R.S.
      Employer Identification No.)





7231 South Rome Street, Aurora,
      Colorado
                    
                    80016(Address
      of Principal Executive Offices)
                    
                    (Zip Code)





(303)
      956-7197(Registrant’s
      Telephone Number, Including
                    Area
      Code)





(Former
      Name, Former Address and Former Fiscal Year,
                  if
      Changed Since Last
Report)





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





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes  ̈    
No  ̈ (not
required)





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




Large
      Accelerated Filer o
                    Accelerated
      Filer oNon-accelerated
      Filer o
                    Smaller
      Reporting Company x




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




As of May
13, 2009, there were 7,142,858 shares of the registrant’s common stock
outstanding.









MEDICAL
DESIGN STUDIOS, INC.





FORM
10-Q




March
31, 2009




INDEX





PagePART
      I— FINANCIAL INFORMATIONItem
      1.
                  Financial
      Statements
                  3Item
      2.
                  Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                  7Item
      3.
                  Quantitative
      and Qualitative Disclosures About Market Risk
                  11Item
      4T.
                  Controls
      and Procedures
                  11PART
      II— OTHER INFORMATIONItem
      1.
                  Legal
      Proceedings
                  12Item
      1A.
                  Risk
      Factors
                  12Item
      2.
                  Unregistered
      Sales of Equity Securities and Use of Proceeds
                  12Item
      3.
                  Defaults
      Upon Senior Securities
                  12Item
      4.
                  Submission
      of Matters to a Vote of Security Holders
                  12Item
      5.
                  Other
      Information
                  12Item
      6.
                  Exhibits
                  12




2




PART
I - FINANCIAL INFORMATION





ITEM
1. FINANCIAL STATEMENTS





MEDICAL
DESIGN STUDIOS, INC.


Balance
Sheets





March
      31,
                      2009
                    
                    
                    December
      31,
                      2008(Unaudited)ASSETSCurrent
      Assets:Cash
                    
                    $
                    4,766
                    
                    
                    $
                    4,766Accounts
      receivable, net of allowance for doubtful accounts of  $10,000
      and $20,000, respectively
                    
                    
                    9,584
                    
                    
                    
                    5,734Total
      current assets
                    
                    
                    14,350
                    
                    
                    
                    10,500Equipment:Computer
      equipment
                    
                    
                    29,793
                    
                    
                    
                    29,793Accumulated
      depreciation
                    
                    
                    (16,112
                    )
                    
                    
                    (13,516
                    )Net
                    
                    
                    13,681
                    
                    
                    
                    16,277TOTAL
      ASSETS
                    
                    $
                    28,031
                    
                    
                    $
                    26,777LIABILITIES
      AND STOCKHOLDERS’ DEFICITCurrent
      LiabilitiesAccrued
      expenses
                    
                    $
                    43,576
                    
                    
                    $
                    42,730Stockholders’
      Deficit:Preferred
      stock: $0.001 par value; 1,000,000 shares authorized; no shares issued or
      outstanding
                    
                    
                    -
                    
                    
                    
                    -Common
      stock: $0.001 par value; 74,000,000 shares authorized; 7,142,858 shares
      issued and outstanding
                    
                    
                    7,143
                    
                    
                    
                    7,143Additional
      paid-in capital
                    
                    
                    29,260
                    
                    
                    
                    29,260Accumulated
      deficit
                    
                    
                    (51,948
                    )
                    
                    
                    (52,356
                    )Total
      stockholders’ deficit
                    
                    
                    (15,545
                    )
                    
                    
                    (15,953
                    )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                    
                    $
                    28,031
                    
                    
                    $
                    26,777





See
accompanying notes to financial statements.




3




MEDICAL
DESIGN STUDIOS, INC.





Statements
of Operations





(Unaudited)





Three
      Months Ended
                  March
      31,2009
                
                
                2008Revenue
                
                $
                13,750
                
                
                $
                45,215Operating
      Expenses:Selling,
      general and administrative
                
                
                13,978
                
                
                
                13,852Compensation
                
                
                9,364
                
                
                
                38,448Total
      operating expenses
                
                
                23,342
                
                
                
                52,300Loss
      from operations
                
                
                (9,592
                )
                
                
                (7,085
                )Other
      income (expense):Recovery
      of bad debt
                
                
                10,000
                
                
                
                -10,000
                
                
                
                -Income
      (loss) before income taxes
                
                
                408
                
                
                
                (7,085
                )Provision
      for income taxes
                
                
                -
                
                
                
                -Net
      income (loss)
                
                $
                408
                
                
                $
                (7,085
                )Net
      income (loss) per share - basic and diluted
                
                $
                0.00
                
                
                $
                (0.00
                )Weighted
      average number of common shares outstanding – basic and
      diluted
                
                
                7,142,858
                
                
                
                7,142,858





See
accompanying notes to the financial statements.




4




MEDICAL
DESIGN STUDIOS, INC.





Statements
of Cash Flows





(Unaudited)





Three
      Months Ended
                            March
      31,2009
                          
                          
                          2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      income (loss)
                          
                          $
                          408
                          
                          
                          $
                          (7,085
                          )Depreciation
                          
                          
                          2,596
                          
                          
                          
                          1,818Recovery
      of bad debt
                          
                          
                          (10,000
                          )Adjustments
      to reconcile net income (loss) to net cash provided by operating
      activities:Change
      in net operating assets
                          
                          
                          6,996
                          
                          
                          
                          16,985Net
      Cash Provided by Operating Activities
                          
                          
                          -
                          
                          
                          
                          11,718CASH
      FLOWS FROM INVESTING ACTIVITIES – Purchase of computer
                          
                          
                          -
                          
                          
                          
                          (11,718
                          )CHANGE
      IN CASH
                          
                          
                          -
                          
                          
                          
                          -CASH
      AT BEGINNING OF PERIOD
                          
                          
                          4,766
                          
                          
                          
                          500CASH
      AT END OF PERIOD
                          
                          $
                          4,766
                          
                          
                          $
                          500





See
accompanying notes to the financial statements.




5




MEDICAL
DESIGN STUDIOS, INC.





March
31, 2009 and 2008





Notes
to Unaudited Financial Statements





(Unaudited)





NOTE
1 BASIS OF PRESENTATION





The
accompanying unaudited interim financial statements and related notes have been
prepared in accordance with accounting principles generally accepted in the
United States of America (“U.S. GAAP”) for interim financial information, and
with the rules and regulations of the United States Securities and Exchange
Commission (“SEC”) to Form 10-Q and Article 10 of Regulation
S-X.  Accordingly, they do not include all of the information and
footnotes required by U.S. GAAP for complete financial statements.  The
unaudited interim financial statements furnished reflect all adjustments
(consisting of normal recurring accruals) which are, in the opinion of
management, necessary to a fair statement of the results for the interim periods
presented.  Interim results are not necessarily indicative of the
results for the full year.  These financial statements should be read
in conjunction with the financial statements of the Company for the year
ended December 31, 2008 and notes thereto contained in the Company’s Annual
Report Form 10-K as filed with the SEC on March 30, 2009.





NOTE
      2
            STOCKHOLDERS’
      DEFICIT





On March
30, 2009, we effectuated a 1 for 3.5 reverse stock split of our outstanding
shares of common stock.





All share and per share amounts in
these financial statements have been adjusted to give retroactive effect to the
reverse stock split.





NOTE
      3
            CONCENTRATION
      OF RISK





For the
three months ended March 31, 2009, two unrelated customers, Legal Wizard
(67.31%) and The Visual Advantage (10.24%), comprised 94.88% of total
revenues.





For the
three months ended March 31, 2008, two unrelated customers (High Impact
Litigation (19.35%) and Trial Exhibits, Inc. (72.32%)) comprised 91.67% of total
revenues.




6




ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS




Safe
Harbor Statement under the Private Securities Litigation Reform Act of
1995




Information
set forth herein contains “forward-looking statements” which can be identified
by the use of forward-looking terminology such as “believes,” “expects,” “may,”
“should” or “anticipates” or the negative thereof or other variations thereon or
comparable terminology, or by discussions of strategy. We cannot assure you that
the future results covered by the forward-looking statements will be achieved.
We caution readers that important factors may affect our actual results and
could cause such results to differ materially from forward-looking statements
made by or on behalf of us.  These factors include our lack of
historically profitable operations, dependence on key personnel, the success of
our business, our ability to manage anticipated growth and other factors
identified in our filings with the U.S. Securities and Exchange Commission,
press releases and/or other public communications.





The
following discussion and analysis provides information which our management
believes to be relevant to an assessment and understanding of our results of
operations and financial condition. This discussion should be read together with
our financial statements and the notes to financial statements, which are
included in this report. Because of the nature of a relatively new and growing
company such as ours, the reported results will not necessarily reflect the
future.





Operations





We were
founded as an unincorporated business in January 2004 and became a C corporation
in the state of Nevada on February 1, 2005. At March 31, 2009, we had one
employee, Justin Craig, our founder and president. Mr. Craig devotes his full
time to us.





We are a
digital medical illustrator and animator providing digital displays and
enhancements to companies that assist attorneys to prepare or enhance exhibits
for trials involving medical issues. Approximately 85% of our work is ultimately
used by plaintiff counsel and 15% is used by defense counsel.





Our customers are almost always
companies that assist attorneys to prepare or enhance a wide range of exhibits
for trials. We perform the digital medical imaging that is needed by these
companies. There are a limited number of these companies.





Customers
originally hear of our services from word of mouth. Generally, they continue
with us and expand or decrease the amount of work that they send to us based on
the quality and timing of our output. We retain rights to the digital images
that we produce. These digital images form a library for us. We can sell some of
these digital images to users who need generic types of images for their
purposes. This enables us to generate revenue without doing additional work. The
longer that we are in operation, the larger our library becomes.




Comparison
of the Three Months ended March 31, 2009 and 2008





A summary of operations
follows:





2009
                    
                    
                    2008Revenue
                    
                    $
                    13,750
                    
                    
                    $
                    45,215Operating
      Expenses:Selling,
      general and administrative
                    
                    
                    13,978
                    
                    
                    
                    13,852Compensation
                    
                    
                    9,364
                    
                    
                    
                    38,448Total
      operating expenses
                    
                    
                    23,342
                    
                    
                    
                    52,300Loss
      from operations
                    
                    
                    (9,592
                    )
                    
                    
                    (7,085
                    )Other
      income (expense):Recovery
      of bad debt
                    
                    
                    10,000
                    
                    
                    
                    -10,000
                    
                    
                    
                    -Income
      (loss) before income taxes
                    
                    $
                    408
                    
                    
                    $
                    (7,085
                    )




7




Revenue – For the three
months ended March 31, 2009, two unrelated customers, Legal Wizard (67.31%) and
The Visual Advantage (10.24%), comprised 94.88% of total revenues.





For the
three months ended March 31, 2008, two unrelated customers (High Impact
Litigation (19.35%) and Trial Exhibits, Inc. (72.32%)) comprised 91.67% of total
revenues.





Compensationrelates entirely
to Justin Craig.





Selling, general and administrativeconsist of:





2009
                    
                    
                    2008Automobile
                    
                    $
                    454
                    
                    
                    $
                    421Computer
      supplies
                    
                    
                    216
                    
                    
                    
                    613Depreciation
                    
                    
                    2,596
                    
                    
                    
                    1,818Dues
                    
                    
                    98
                    
                    
                    
                    96Employee
      benefits
                    
                    
                    4,527
                    
                    
                    
                    4,616Entertainment
                    
                    
                    264
                    
                    
                    
                    296Internet
      expenses
                    
                    
                    130
                    
                    
                    
                    130Office
      expense
                    
                    
                    1,000
                    
                    
                    
                    1,000Outside
      services
                    
                    
                    2,400
                    
                    
                    
                    2,625Rent
                    
                    
                    1,200
                    
                    
                    
                    1,200Repairs
      and maintenance
                    
                    
                    246
                    
                    
                    
                    -Salaries
                    
                    
                    -
                    
                    
                    
                    600Taxes
                    
                    
                    46
                    
                    
                    
                    45Telephone
                    
                    
                    389
                    
                    
                    
                    392Travel
                    
                    
                    412
                    
                    
                    
                    -Total
                    
                    $
                    13,
      978
                    
                    
                    $
                    13,852





Other





As a
corporate policy, we will not incur any cash obligations that we cannot
satisfy with known resources, of which there are currently none except as
described in “Liquidity” below.  We believe that the perception that
many people have of a public company make it more likely that they will accept
restricted securities from a public company as consideration for indebtedness to
them than they would from a private company.  We have not performed
any studies of this matter.  Our conclusion is based on our own
observations.  However, we cannot assure you that we will be
successful in any of those efforts even as a public
entity.  Additionally, issuance of restricted shares would necessarily
dilute the percentage of ownership interest of our stockholders.





Liquidity





We do not know and cannot estimate
whether the transaction among certain of our stockholders and Vision Opportunity
Master Fund described above will have any impact on our liquidity or ability to
obtain funds.





Private
capital, if sought, will be sought from former business associates of our
founder or private investors referred to us by those business associates. To
date, we have not sought any funding source and have not authorized any person
or entity to seek out funding on our behalf. If a market for our shares ever
develops, of which we cannot assure you, we may use restricted shares of our
common stock to compensate employees/consultants and independent contractors
wherever possible.  We believe that operations are generating sufficient
cash to continue operations for the next 12 months provided that our costs of
being a public company remain equal to or below the maximum estimate provided
below.




8




In
becoming a public company, we have incurred and will continue to incur
additional significant expenses for legal, accounting and related services. As a
public entity, subject to the reporting requirements of the Securities Exchange
Act of 1934, we incur ongoing expenses associated with professional fees for
accounting, legal and a host of other expenses for annual reports and proxy
statements. We estimate that these costs will range up to $50,000 per year for
the next few years and will be higher if our business volume and activity
increases but lower during the first year of being public because our overall
business volume will be lower, and we will not yet be subject to the
requirements of Section 404 of the Sarbanes-Oxley Act of 2002. These
obligations will reduce our ability and resources to fund other aspects of our
business. We hope to be able to use our status as a public company to increase
our ability to use noncash means of settling obligations and compensate
independent contractors who provide professional services to us, although we
cannot assure you that we will be successful in any of those efforts. We will
reduce the compensation levels paid to management if there is insufficient cash
generated from operations to satisfy these costs.





There are
no current plans to seek private investment.  We do not have any current
plans to raise funds through the sale of securities.  As previously stated,
we hope to be able to use our status as a public company to enable us to use
non-cash means of settling obligations and compensate persons and/or firms
providing services or products to us, although we cannot assure you that we will
be successful in any of those efforts.  We believe that the perception that
many people have of a public company makes it more likely that they will accept
restricted securities from a public company as consideration for indebtedness to
them than they would from a private company.  We have not performed any
studies of this matter.  Our conclusion is based on our own beliefs.
Issuing shares of our common stock to such persons instead of paying cash to
them would increase our chances to expand our business.  Having shares of
our common stock may also give such persons a greater feeling of identity with
us which may result in referrals.  However, these actions, if successful,
will result in dilution of the ownership interests of existing stockholders, may
further dilute common stock book value, and that dilution may be material. Such
issuances may also serve to enhance our existing management’s ability to
maintain control of our company because the shares may be issued to parties or
entities committed to supporting existing management.





Off
Balance Sheet Arrangements





We have
no off balance sheet arrangements as defined in Item 303(a)(4)(ii) of
Regulation S-K, obligations under any guarantee contracts or contingent
obligations. We also have no other commitments, other than the costs of being a
public company that will increase our operating costs or cash requirements in
the future.





Seasonality





We have
not noted a significant seasonal impact in our business.





Recent
Accounting Pronouncements





In June
2003, the U.S. Securities and Exchange Commission adopted final rules under
Section 404 of the Sarbanes-Oxley Act of 2002, as amended by SEC Release No.
33-8934 on June 26, 2008. Commencing with our annual report for the year ended
December 31, 2009, we will be required to include a report of management on our
internal control over financial reporting. The internal control report must
include a statement.





§
            of
      management’s responsibility for establishing and maintaining adequate
      internal control over our financial
reporting;




§
            of
      management’s assessment of the effectiveness of our internal control over
      financial reporting as of year end;
and




§
            of
      the framework used by management to evaluate the effectiveness of our
      internal control over financial
reporting.




9




Furthermore,
in the following fiscal year, management is required to file the registered
accounting firm’s attestation report separately on our internal control over
financial reporting on whether it believes that we have maintained, in all
material respects, effective internal control over financial
reporting.




In May
2008, the FASB issued Statement of Financial Accounting Standard No. 162 “The
Hierarchy of Generally Accepted Accounting Principles” (“SFAS
162”).  The purpose of this standard is to provide a consistent
framework for determining what accounting principles should be used when
preparing U.S. GAAP financial statements.  SFAS 162 categorizes
accounting pronouncements in a descending order of authority.  In the
instance of potentially conflicting accounting principles, the standard in the
highest category must be used.  This statement will be effective 60
days after the SEC approves the Public Company Accounting and Oversight Board’s
related amendments.  We believe that SFAS 162 will have no impact
on our existing accounting methods.





On
December 30, 2008, the Financial Accounting Standards Board (“FASB”) issued
FASB Staff Position (“FSP”) No. FAS 132(R)-1, “Employers’ Disclosures About
Postretirement Benefit Plan Assets ”, which amends Statement of Financial
Accounting Standards (“SFAS”) No. 132(R), “Employers’ Disclosures About
Pensions and Other Postretirement Benefits ,” to require more detailed
disclosures about plan assets, including investment strategies, major categories
of plan assets, concentrations of risk within plan assets, and valuation
techniques used to measure the fair value of plan assets consistent with fair
value hierarchy model described in SFAS No. 157, “Fair Value Measurements ”.
We do not anticipate that the adoption of this statement will have any effect on
our financial condition and results of operations since we do not have any
postretirement plans.





In
April 2009, the Financial Accounting Standards Board (FASB) issued FASB
Staff Position (FSP) Financial Accounting Standard (FAS) 157-4 “Determining Fair
Value When the Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not Orderly”.
Based on the guidance, if an entity determines that the level of activity for an
asset or liability has significantly decreased and that a transaction is not
orderly, further analysis of transactions or quoted prices is needed, and a
significant adjustment to the transaction or quoted prices may be necessary to
estimate fair value in accordance with Statement of Financial Accounting
Standards (SFAS) No. 157 “Fair Value Measurements”. This FSP is to be
applied prospectively and is effective for interim and annual periods ending
after June 15, 2009 with early adoption permitted for periods ending after
March 15, 2009. The company will adopt this FSP for its quarter ending
June 30, 2009. There is no expected impact on the Financial
Statements.





In
April 2009, the FASB issued FSP FAS 107-1 and Accounting Principles Board
(APB) 28-1 “Interim Disclosures about Fair Value of Financial Instruments”. The
FSP amends SFAS No. 107 “Disclosures about Fair Value of Financial
Instruments” to require an entity to provide disclosures about fair value of
financial instruments in interim financial information. This FSP is to be
applied prospectively and is effective for interim and annual periods ending
after June 15, 2009 with early adoption permitted for periods ending after
March 15, 2009. The company will include the required disclosures in its
quarter ending June 30, 2009.





In
April 2008, the FASB issued FSP FAS 142-3, “Determination of the Useful
Life of Intangible Assets”. The FSP states that in developing assumptions about
renewal or extension options used to determine the useful life of an intangible
asset, an entity needs to consider its own historical experience adjusted for
entity-specific factors. In the absence of that experience, an entity shall
consider the assumptions that market participants would use about renewal or
extension options. This FSP is to be applied to intangible assets acquired after
January 1, 2009. The adoption of this FSP did not have an impact on the
Consolidated Financial Statements.





The FASB,
the Emerging Issues Task Force and the U.S. Securities and Exchange Commission
have issued certain other accounting pronouncements and regulations as of March
31, 2009 that will become effective in subsequent periods; however, our
management does not believe that any of those pronouncements would have
significantly affected our financial accounting measurements or disclosures had
they been in effect during the three and nine months ended March 31, 2009 and
2008, and it does not believe that any of those pronouncements will have a
significant impact on our financial statements at the time they become
effective.





Critical
Accounting Policies





The
preparation of financial statements and related notes requires us to make
judgments, estimates, and assumptions that affect the reported amounts of
assets, liabilities, revenue and expenses, and related disclosure of contingent
assets and liabilities.




10




An
accounting policy is considered to be critical if it requires an accounting
estimate to be made based on assumptions about matters that are highly uncertain
at the time the estimate is made, and if different estimates that reasonably
could have been used, or changes in the accounting estimates that are reasonably
likely to occur periodically, could materially impact the financial
statements.





Financial
Reporting Release No. 60 requires all companies to include a discussion of
critical accounting policies or methods used in the preparation of financial
statements.  There are no critical policies or decisions that rely on
judgments that are based on assumptions about matters that are highly uncertain
at the time the estimate is made.





ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Not
required





ITEM
4T. CONTROLS AND PROCEDURES





(a)          Evaluation
of Disclosure Controls and Procedures.





An
evaluation was carried out under the supervision and with the participation of
the our management, including our Chief Executive Officer (“CEO”) and Chief
Financial Officer (“CFO”) (in this case the same person), of the effectiveness
of our disclosure controls and procedures as of March 31, 2009. Based on that
evaluation, our CEO/CFO has concluded that our disclosure controls and
procedures are effective to provide reasonable assurance that: (i) information
required to be disclosed by us in reports that we file or submit under the
Securities Exchange Act of 1934 is accumulated and communicated to our
management, including our CEO/CFO, as appropriate to allow timely decisions
regarding required disclosure by us; and (ii) information required to be
disclosed by us in reports that we file or submit under the Securities Exchange
Act of 1934 is recorded, processed, summarized and reported within the time
periods specified in Securities and Exchange Commission rules and
forms.




(b)
    Changes in Internal Controls.




During
the quarter ended March 31, 2009, there were no changes in our internal control
over financial reporting that have materially affected, or are reasonably likely
to materially affect, our internal control over financial
reporting.




11




PART
II - OTHER INFORMATION





ITEM
      1.
            LEGAL
      PROCEEDINGS





None





ITEM
      1A.
            RISK
      FACTORS





Not
required





ITEM
      2.
            UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS





None





ITEM
      3.
            DEFAULTS
      UPON SENIOR SECURITIES





None





ITEM
      4.
            SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY
HOLDERS





On March
17, 2009, our 94.4% stockholder approved the 1 for 3.5 reverse stock split of
our outstanding shares of common stock.





ITEM
      5.
            OTHER
      INFORMATION





None





ITEM
      6.
            EXHIBITS





Exhibit
                Number
              
              Description31.1
              
              Section
      302 Certification of Chief Executive Officer and Chief Financial
      Officer.32.1
              
              Certification
      Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002 – Chief Executive Officer and Chief
      Financial Officer.




12




SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.




Medical
      Design Studios, Inc.Date:
      May 13, 2009
              By:
              /s/ Justin
      CraigJustin
      CraigPresident
      and Chief Financial Officer (principal executive officer and principal
      financial and accounting officer)




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