**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-Q**





**(Mark
      One)**


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




**For
      the quarterly period ended September 30, 2008**




** ̈**
            **TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934**




**For
      the transition period from** **** **to** ****





**Commission
      File Number 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)


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





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


Large
                  Accelerated Filer ̈
              Accelerated
                  Filer ̈Non-accelerated
                  Filer ̈
              Smaller
                  Reporting Companyx




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
      November 5, 2008, 5,000,000 shares of the issuer’s Common Stock were
      outstanding.





**MEDICAL
      DESIGN STUDIOS, INC.**





**FORM
      10-Q**




**September
      30, 2008**




**INDEX**




Page**PART
                I— FINANCIAL INFORMATION**Item
                1.
            Financial
                Statements
            3Item
                2.
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations
            9Item
                3.
            Quantitative
                and Qualitative Disclosures About Market Risk
            14Item
                4T.
            Control
                and Procedures
            14**PART
                II— OTHER INFORMATION**Item
                1.
            Legal
                Proceedings
            15Item
                1A.
            Risk
                Factors
            15Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            15Item
                3.
            Defaults
                Upon Senior Securities
            15Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            15Item
                5.
            Other
                Information
            15Item
                6.
            Exhibits
            15


2


**PART
      I - FINANCIAL INFORMATION**





**ITEM
      1. FINANCIAL STATEMENTS**





**MEDICAL
      DESIGN STUDIOS, INC.**


Balance
      Sheets





September
              30, 2008
            
            December
              31, 2007(unaudited)ASSETSCurrent
                Assets:Cash
            
            $
            500
            
            $
            500Accounts
                receivable, net of allowance for doubtful accounts of $10,000 and
                $0,
                respectively
            
            
            40,000
            
            
            37,825Total
                current assets
            
            
            40,500
            
            
            38,325Equipment:Computer
                equipment
            
            
            29,793
            
            
            18,075Accumulated
                depreciation
            
            
            (11,773
            )
            
            (6,319
            )Net
            
            
            18,020
            
            
            11,756TOTAL
                ASSETS
            
            $
            58,520
            
            $
            50,081LIABILITIES
                AND STOCKHOLDERS’ EQUITYCurrent
                LiabilitiesAccrued
                expenses
            
            $
            37,874
            
            $
            25,086Stockholders’
                Equity:Preferred
                stock: $0.001 par value; authorized, 1,000,000 shares; no shares
                issued or
                outstanding
            
            
            -
            
            
            -Common
                stock: $0.001 par value; authorized 74,000,000 shares; 5,000,000
                shares
                issued and outstanding
            
            
            5,000
            
            
            5,000Additional
                paid-in capital
            
            
            5,000
            
            
            5,000Retained
                earnings
            
            
            10,646
            
            
            14,995Total
                stockholders’ equity
            
            
            20,646
            
            
            24,995TOTAL
                LIABILITIES AND STOCKHOLDERS’ EQUITY
            
            $
            58,520
            
            $
            50,081





See
      accompanying notes to financial statements.


3


**MEDICAL
      DESIGN STUDIOS, INC.**





Statements
      of Operations


For
      the
      Nine Months Ended September 30, 2008 and 2007


(Unaudited)





2008
            
            2007Revenue
            
            $
            129,875
            
            $
            181,857Operating
                Expenses:Selling,
                general and administrative
            
            
            45,951
            
            
            43,401Compensation
            
            
            88,273
            
            
            128,739Total
                operating expenses
            
            
            134,224
            
            
            172,140Income
                (loss) before income taxes
            
            
            (4,349
            )
            
            9,717Provision
                for income taxes
            
            
            -
            
            
            (2,440
            )Net
                income (loss)
            
            $
            (4,349
            )
            $
            7,277Net
                income (loss) per share – basic and diluted
            
            $
            (0.00
            )
            $
            0.00Weighted
                average number of common shares outstanding - basic and
                diluted
            
            
            5,000,000
            
            
            4,903,426





See
      accompanying notes to the financial statements.


4


**MEDICAL
      DESIGN STUDIOS, INC.**





Statements
      of Operations


For
      the
      Three Months Ended September 30, 2008 and 2007


(Unaudited)





2008
            
            2007Revenue
            
            $
            55,775
            
            $
            43,432Operating
                Expenses:Selling,
                general and administrative
            
            
            23,419
            
            
            14,954Compensation
            
            
            34,310
            
            
            29,534Total
                operating expenses
            
            
            57,729
            
            
            44,488Loss
                before income taxes
            
            
            (1,954
            )
            
            (1,056
            )Provision
                for income taxes
            
            
            -
            
            
            (265
            )Net
                loss
            
            $
            (1,954
            )
            $
            (791
            )Net
                loss per share – basic and diluted
            
            $
            (0.00
            )
            $
            (0.00
            )Weighted
                average number of common shares outstanding - basic and
                diluted
            
            
            5,000,000
            
            
            5,000,000





See
      accompanying notes to the financial statements.


5


**MEDICAL
      DESIGN STUDIOS, INC.**





Statements
      of Cash Flows


For
      the
      Nine Months Ended September 30, 2008 and 2007




(Unaudited)





2008
            
            2007CASH
                FLOWS FROM OPERATING ACTIVITIES:Net
                income (loss)
            
            $
            (4,349
            )
            $
            7,277Depreciation
            
            
            5,454
            
            
            2,523Adjustments
                to reconcile net income (loss) to net cash provided by (used in)
                operating
                activities:Change
                in net operating assets
            
            
            10,613
            
            
            (10,560
            )Net
                Cash Provided by (Used in) Operating Activities
            
            
            11,718
            
            
            (
                760
            )CASH
                FLOWS FROM INVESTING ACTIVITIES – Purchase of
                computer
            
            
            (11,718
            )
            
            -CASH
                FLOWS FROM FINANCING ACTIVITIESSale
                of common shares
            
            
            -
            
            
            760CHANGE
                IN CASH
            
            
            -
            
            
            -CASH
                AT BEGINNING OF PERIOD
            
            
            500
            
            
            500CASH
                AT END OF PERIOD
            
            $
            500
            
            $
            500





See
      accompanying notes to the financial statements.


6


**MEDICAL
      DESIGN STUDIOS, INC.**





**Notes
      to Unaudited Financial Statements**





**September
      30, 2008**





(Unaudited)





NOTE
      1  BASIS
      OF PRESENTATION





The
      accompanying interim financial statements for the three and nine-month periods
      ended September 30, 2008 and 2007 are unaudited and include all adjustments
      (consisting of normal recurring adjustments) considered necessary by management
      for a fair presentation.  The results of operations realized during an
      interim period are not necessarily indicative of results to be expected for
      a
      full year.  These financial statements should be read in conjunction with
      the information filed as part of the Company’s Annual Report on Form 10-KSB for
      the year ended December 31, 2007.





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States requires management to make estimates
      and assumptions that affect the reported amounts of assets and liabilities
      and
      disclosure of contingent assets and liabilities at the date of the financial
      statements as well as the reported amount of revenues and expenses during the
      reporting period. Actual results could differ from these estimates.





NOTE
      2  CURRENT
      DEVELOPMENTS





On
      March
      14, 2008, Justin N. Craig, the Company’s President and Chief Executive Officer,
      privately sold 9,140,000 shares of the Company’s common stock, constituting
      91.4% of the Company’s outstanding shares and all of the shares owned
      beneficially by him, to Vision Opportunity Master Fund, Ltd. Certain other
      of
      the Company’s stockholders also sold shares of the Company’s common stock to
      Vision Opportunity Master Fund. As a result of these privately-negotiated sales,
      a change in control occurred from Mr. Craig to Vision Opportunity Master
      Fund.




On
      March
      17, 2008, pursuant to prior approvals by stockholders owning in excess of a
      majority of the voting power of the Company’s outstanding shares, the Company
      effected a 2-for-1 reverse stock split of the Company’s 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.




Following
      the reverse stock split, the Company has 5,000,000 shares of common stock
      outstanding. Of such shares, after giving effect to the privately-negotiated
      transactions described above, Vision Opportunity Master Fund owns 4,720,000
      shares of the Company’s common stock, or 94.4% of the Company’s outstanding
      shares. Vision Opportunity Master Fund purchased these shares for a total of
      approximately $670,000 in cash, inclusive of related acquisition costs. The
      source of the funding for the cash payment was the general working capital
      of
      Vision Opportunity Master Fund.


7


The
      terms
      of the purchase and sale transactions were as a result of arm’s-length
      negotiations between the parties. None of the parties had any relationship
      with
      one another prior to this transaction.




The
      Company’s officers and directors, and the business focus of the Company were not
      changed in connection with the purchase and sale transactions.




NOTE
      3  CONCENTRATION
      OF RISK





For
      the
      nine months ended September 30, 2008, four unrelated customers (High Impact
      Litigation (7.51%), The Visual Advantage (7.74%), Legal Wizard (11.16%), and
      Trial Exhibits, Inc. (68.47%)) comprised 94.88% of total revenues.





For
      the
      nine months ended September 30, 2007, four unrelated customers (High Impact
      Litigation (29.02%), The Visual Advantage (23.93%), Legal Wizard (12.57%) and
      Trial Exhibits, Inc. (16.90%)) comprised 82.42% of total
      revenues.


8





**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 the 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 June 30, 2008, 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.


9


*Comparison
      of the Nine Months ended September 30, 2008 and 2007*





A
      summary
      of operations follows:





2008
            
            2007Revenue
            
            $
            129,875
            
            $
            181,857Operating
                Expenses:Selling,
                general and administrative
            
            
            45,951
            
            
            43,401Compensation
            
            
            88,273
            
            
            128,739Total
                operating expenses
            
            
            134,224
            
            
            172,140Income
                (loss) before income taxes
            
            $
            (4,349
            )
            $
            9,717





*Revenue* –
      For the nine months ended September 30, 2008, four unrelated customers (High
      Impact Litigation (7.51%), The Visual Advantage (7.74%), Legal Wizard (11.16%),
      and Trial Exhibits, Inc. (68.47%)) comprised 94.88% of total
      revenues.





For
      the
      nine months ended September 30, 2007, four unrelated customers (High Impact
      Litigation (29.02%), The Visual Advantage (23.93%), Legal Wizard (12.57%) and
      Trial Exhibits, Inc. (16.90%)) comprised 82.42% of total revenues.





*Compensation* relates
      entirely to Justin Craig.





*Selling,
      general and administrative* consist
      of:





2008
            
            2007Automobile
            
            $
            759
            
            $
            1,459Computer
                supplies
            
            
            1,309
            
            
            1,123Depreciation
            
            
            5,454
            
            
            2,523Dues
            
            
            220
            
            
            560Employee
                benefits
            
            
            9,418
            
            
            15,532Entertainment
            
            
            692
            
            
            522Internet
                expenses
            
            
            260
            
            
            686Office
                expense
            
            
            3,000
            
            
            2,175Outside
                services
            
            
            8,098
            
            
            10,626Rent
            
            
            2,400
            
            
            3,600Repairs
                and maintenance
            
            
            1,043
            
            
            312Salaries
            
            
            1,200
            
            
            2,000Taxes
            
            
            92
            
            
            92Telephone
            
            
            818
            
            
            1,104-Travel
            
            
            1,188
            
            
            1,087Bad
                debts
            
            
            10,000
            
            
            -Total
            
            $
            45,
                951
            
            $
            43,401


10


*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.





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.


11


*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.




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
      December 2007, the Financial Accounting Standards Board (“FASB”) issued
      Statement of Financial Accounting Standards (“SFAS”) No. 141 (Revised 2007),
“Business Combinations” (“SFAS 141(R)”), which requires us to record fair value
      estimates of contingent consideration and certain other potential liabilities
      during the original purchase price allocation, expense acquisition costs as
      incurred and does not permit certain restructuring activities previously allowed
      under Emerging Issues Task Force (“EITF”) Issue No. 95-3 to be recorded as a
      component of purchase accounting.  SFAS 141(R) applies prospectively
      to business combinations for which the acquisition date is on or after the
      beginning of the first annual reporting period beginning on or after December
      15, 2008, except for the presentation and disclosure requirements, which shall
      be applied retrospectively for all periods presented. We will adopt this
      standard at the beginning of our 2009 fiscal year for all prospective business
      acquisitions. We have not determined the effect that the adoption of SFAS 141(R)
      will have on our financial statements.


12


In
      December 2007, the FASB issued SFAS No. 160, ** “Noncontrolling
      Interests in Consolidated Financial Statements - an amendment of ARB No. 51”
(“SFAS 160”), which causes noncontrolling interests in subsidiaries to be
      included in the equity section of the balance sheet.  SFAS 160 applies
      prospectively to business combinations for which the acquisition date is on
      or
      after the beginning of the first annual reporting period beginning on or after
      December 15, 2008, except for the presentation and disclosure requirements,
      which shall be applied retrospectively for all periods presented. We will adopt
      this standard at the beginning of our 2009 fiscal year for all prospective
      business acquisitions.  We have not determined the effect that the
      adoption of SFAS 160 will have on our financial statements.





In
      March
      2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
      and Hedging Activities an amendment of FASB Statement No. 133” (“SFAS 161”),
      which changes the disclosure requirements for derivative instruments and hedging
      activities. Pursuant to SFAS 161, entities are required to provide enhanced
      disclosures about (a) how and why an entity uses derivative instruments, (b)
      how
      derivative instruments and related hedged items are accounted for under SFAS
      No.
      133 and its related interpretations, and (c) how derivative instruments and
      related hedged items affect an entity’s financial position, financial
      performance, and cash flows.  SFAS 161 is effective for financial
      statements issued for fiscal years and interim periods beginning after November
      15, 2008 with early application encouraged. SFAS 161 encourages but does not
      require disclosures for earlier periods presented for comparative purposes
      at
      initial adoption. In years after initial adoption, SFAS 161 requires comparative
      disclosures only for periods subsequent to initial adoption. We will adopt
      this
      standard at the beginning of our 2009 fiscal year.  We do not expect
      the adoption of SFAS 161 to have a material impact on our financial
      results.





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
      September 30, 2008 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 September 30, 2008
      and 2007, 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.


13


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 September 30, 2008. 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 September 30, 2008, 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.


14





**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**




None.




**ITEM
              5.**
            **OTHER
                INFORMATION**




None.




**ITEM
              6.**
            **EXHIBITS**







Exhibit
              Number
            
            Description31.1
            
            Section
                302 Certification Of Chief Executive Officer And Chief Financial
                Officer32.1
            
            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


15


Pursuant
      to the requirements of the Securities and 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.**By:
            /s/
                Justin CraigJustin
                CraigPresident
                and Chief Financial Officer(principal
                executive officer; principalfinancial
                and accounting officer)Dated:
                November 7, 2008


16