JRjr33, Inc. - FORM 10-K - March 31, 2011

Attached files

file	filename
EX-32 - JRjr33, Inc.	v216850_ex32.htm
EX-31.1 - JRjr33, Inc.	v216850_ex31-1.htm
EX-31.2 - JRjr33, Inc.	v216850_ex31-2.htm

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2010

Commission file number: 333-145738

CARDIO VASCULAR MEDICAL DEVICE CORP.

(Exact name of registrant as specified in its charter)

Delaware		98-0522188
(State of incorporation)		(I.R.S. Employer Identification No.)

4500 Rockside Road, Suite 400, Independence, OH 44131

(Address of principal executive offices)

440-759-7470

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:

None

Securities registered pursuant to Section 12(g) of the Exchange Act:

Common Stock, $0.0001 par value

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

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 or 1934 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

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

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company x
(Do not check if a smaller reporting company)

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently computed fiscal quarter. $1,438,000 based upon $0.02 per share which was the last price at which the common equity purchased by non-affiliates was last sold at the end of the last fiscal quarter.

The number of shares of the Registrant’s common stock issued and outstanding as of March 29, 2011, was 196,900,000 shares.

Documents Incorporated By Reference: None

TABLE OF CONTENTS

		Page
PART I		3
Item 1	Business	3
Item 1A	Risk Factors	6
Item 1B	Unresolved Staff Comments	6
Item 2	Properties	6
Item 3	Legal Proceedings	6
Item 4	(Removed and Reserved)
PART II		7
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	7
Item 6	Selected Financial Data	8
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operation	8
Item 7A	Quantitative and Qualitative Disclosures About Market Risk.	11
Item 8	Financial Statements and Supplementary Data.	F-1
Item 9	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	12
Item 9A	Controls and Procedures	12
Item 9A(T)	Other Information	14
Item 9B	Other Information	14

PART III		15
Item 10	Directors, Executive Officers and Corporate Governance	15
Item 11	Executive Compensation	16
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	17
Item 13	Certain Relationships and Related Transactions, and Director Independence	18
Item 14	Principal Accountant Fees and Services	20

PART IV		21
Item 15	Exhibits and Financial Statement Schedules	21
SIGNATURES		22

PART I

Item 1. Business.

As used in this Annual Report on Form 10-K (this “Report”), references to the “Company,” the “Registrant,” “we,” “our,” “us,” or “Cardio Vascular” refer to Cardio Vascular Medical Device Corp., unless the context otherwise indicates .

Forward-Looking Statements

This Report contains forward-looking statements. For this purpose, any statements contained in this Report that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking information includes statements relating to future actions, prospective products, future performance or results of current or anticipated products, sales and marketing efforts, costs and expenses, interest rates, outcome of contingencies, financial condition, results of operations, liquidity, business strategies, cost savings, objectives of management, and other matters. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “may,” “will,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” or “continue” or the negative of these similar terms. The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking information to encourage companies to provide prospective information about themselves without fear of litigation so long as that information is identified as forward-looking and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in the information.

These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that we cannot predict. In evaluating these forward-looking statements, you should consider various factors, including the following: (a) those risks and uncertainties related to general economic conditions, (b) whether we are able to manage our planned growth efficiently and operate profitable operations, (c) whether we are able to generate sufficient revenues or obtain financing to sustain and grow our operations, (d) whether we are able to successfully fulfill our primary requirements for cash, which are explained below under “Liquidity and Capital Resources.” We assume no obligation to update forward-looking statements, except as otherwise required under the applicable federal securities laws.

Corporate Background

We were incorporated under the laws of the State of Delaware on April 26, 2007. We intend to engage in the manufacturing and distribution of a new and improved maneuverable-coiled guidewire. We are a development stage company. We have not generated any revenue to date and our operations have been limited to organizational, start-up, and fund raising activities. We currently have no employees other than our officers, who are also our Directors.

During the period from April 26, 2007, through December 31, 2010, the Company was incorporated, completed the assignment of a patent pertaining to a maneuverable coiled guidewire, issued common stock for stock subscription agreements, and commenced a capital formation activity to effect a Registration Statement on Form SB-2 with the SEC to raise capital of up to $105,000 from a self-underwritten offering of 14,000,000 (post forward stock split) shares of newly issued common stock in the public markets. The Registration Statement on Form SB-2 was filed with the SEC on August 28, 2007, and declared effective on September 17, 2007. On December 6, 2007, the Company completed the offering of its registered common stock.

On December 19, 2008, Cardio Vascular Medical Device Corp. implemented a 4-for-1 forward stock split of its issued and outstanding shares of common stock.

We own the technology and patent for a new and improved maneuverable-coiled guidewire. Such patent, entitled the “Maneuverable-Coiled Guidewire,” was approved and granted by the United States Patent and Trademark Office on November 28, 2006, and was assigned the United States Patent No. 7,141,024. The inventor of the technology covered by such patent was Benny Gaber. The patent and all other intellectual property rights relating to the technology were acquired by us on May 28, 2007, in exchange for future royalties to be paid in the amount of 5% from revenues derived from the sale and/or licensing and/or manufacturing of the related patent. On such date, we entered into a Patent Transfer and Sale Agreement with Benny Gaber, our President and Director, pursuant to which Mr. Gaber assigned to us all of his rights, title, and interest in the patent and other intellectual property rights related thereto. The assignment was recorded with the United States Patent and Trademark Office on June 5, 2007.

The invention is characterized by a maneuverable-coiled guidewire. A guidewire is a slender flexible metal wire with a very soft tip (usually made of a coil) that can be bent prior to the insertion into the arteries. The surgeon, by twirling and manipulating it back and forth, tries to insert the tip into the desired branch when in a bifurcation. The invention is based on the “Buckling” theory in which the tip is bent according to the force applied to it. Our principal business plan is to develop a prototype and then manufacture and market the product and / or seek third party entities interested in licensing the rights to manufacture our product. We have not yet approached or spoken with any such potential partners or licensees.

Once a valid prototype is working, the Company will apply for an IRB (an approval by the Helsinki Committee) to start conducting trials in medical clinics and / or hospitals. Based on the results of these trials, the Company, in conjunction with the third party manufacturers will apply for FDA approval (501k). Once FDA approval is received, the Company will seek to license the related technology to medical companies, strategic partners and / or manufacture the products for medical clinics and / or hospitals.

Due to the state of the economy, the Company has conducted virtually no business other than organizational matters, filing its Registration Statement and filings of periodic reports with the SEC. In July of 2009, The Company planned to abandon its initial business plan, and seek to enter the water treatment market, with its initial focus on actively and diligently promoting the use of cooling tower water treatment systems.

On July 22, 2009, the Company, and Elgressy Engineering Services Ltd., a company incorporated in the State of Israel (“Elgressy”) entered into a twenty-year Exclusive Marketing Agreement (the “Marketing Agreement”), dated July 15, 2009. Pursuant to the Marketing Agreement, the Company became the exclusive independent sales and marketing representative of Elgressy cooling tower water treatment systems.

On July 21, 2009, the Company and N.D. Raz Business and Project Development Ltd., a company formed under the laws of the State of Israel ("N.D. Raz") and Mr. Yossi Raz (“Mr. Raz” and N.D Raz are hereinafter referred to as the “Consultant”) entered into a Consulting Agreement (the “Consulting Agreement”). Pursuant to the Consulting Agreement, the Consultant agreed to provide the Company with management, business development, and marketing services.

On July 26, 2009, Messrs. Benny Gaber and Lavi Krasney resigned from all of their respective positions as executive officers, and as members of Board of Directors of the Company. On the same date, the Board of Directors appointed Messrs. Boaz Benrush and Oren Bar-nir Gayer, as members of the Board of Directors. Mr. Benrush was also appointed as the Chairman of the Board.

In September 2009, the management of the Company decided to change back to its original business plan, which resulted in the resignation of Messrs. Boaz Benrush and Oren Bar-nir Gayer from their positions as members of the Board of Directors of the Company. Mr. Doron Latzer also resigned from his position as an officer of the Company. The Company is currently in the process of negotiating the termination of the Marketing Agreement and the Consulting Agreement.

Also on September 14, 2009, the Company appointed Messrs. Eli Gonen and Asher Zwebner as members of the Board of Directors. In addition, the Board of Directors appointed Mr. Eli Gonen as Chairman of the Board, and Mr. Asher Zwebner as Secretary of the Company.

On June 8, 2010 Asher Zwebner and Eli Gonen resigned as officers and directors of the Company. On June 8, 2010 Carl Tedeschi was appointed as an executive officer and director of the Company.

Our principal offices are located at 4500 Rockside Road, Suite #400, Independence, OH 44131. Our telephone number is 440-759-7470.

Business Description

We intend to engage in the manufacturing and distribution of a new and improved maneuverable-coiled guidewire. We own the technology and patent for a new and improved maneuverable-coiled guidewire. Such patent, entitled the “Maneuverable-Coiled Guidewire,” was approved and granted by the United States Patent and Trademark Office on November 28, 2006, and was assigned the United States Patent No. 7,141,024. The inventor of the technology covered by such patent was Benny Gaber. The patent and all other intellectual property rights relating to the technology were acquired by us on May 28, 2007, in exchange for future royalties to be paid in the amount of one-half percent from revenues derived from the sale and/or licensing and/or manufacturing of the related patent. On such a date, we entered into a Patent Transfer and Sale Agreement with Benny Gaber, our President and Director, pursuant to which Mr. Gaber assigned to us all of his rights, title, and interest in the patent and other intellectual property rights related thereto. The assignment was recorded with the United States Patent and Trademark Office on June 5, 2007.

The invention is characterized by a maneuverable-coiled guidewire. A guidewire is a slender flexible metal wire with a very soft tip (usually made of a coil) that can be bent prior to insertion into the arteries during surgery. The surgeon, by twirling and manipulating it back and forth, tries to insert the tip into the desired branch when in a bifurcation. The invention is based on the “Buckling” theory in which the tip is bent according to the force applied to it. Our principal business plan is to develop a prototype and then manufacture and market the product and / or seek third party entities interested in licensing the rights to manufacture our product. We have not yet approached or spoken with any such potential partners or licensees.

Once a valid prototype is working, the Company will apply for an IRB (an approval by the Helsinki Committee) to start conducting trials in medical clinics and/or hospitals. Based on the results of these trials, the Company, in conjunction with the third party manufacturers will apply for FDA approval (501k). Once FDA approval is received, the Company will seek to license the related technology to medical companies, strategic partners and/or manufacture the products for medical clinics and/or hospitals.

Third-Party Manufacturers

We will rely on third parties to develop a prototype and to work with us to manufacture the product. If our manufacturing and distribution agreements are not satisfactory, we may not be able to develop or commercialize our device as planned. In addition, we may not be able to contract with third parties to manufacture our device in an economical manner. Furthermore, third-party manufacturers may not adequately perform their obligations, which may impair our competitive position. If a manufacturer fails to perform, we could experience significant time delays or we may be unable to commercialize or continue to market our maneuverable-coiled guidewire device.

Intellectual Property

On May 28, 2007, we acquired from Mr. Benny Gaber, the original patent owner, all rights, title, and interest in, including a patent, for a maneuverable-coiled guidewire . The assignment was recorded in the United States Patent and Trademark Office on June 5, 2007.

Competition

There are several companies in the guidewire field, including major companies such as J&J, Boston Scientific, Cook Medical, Medtronic, Inc., and Bard. Such companies offer a variety of products that are specifically related for the usage of a guidewire. The total number of guidewires in use today worldwide is estimated at more than 4,500,000 annually. We are not aware of any other company that has developed, manufactured, and/or marketed a device of a similar nature based on the “Buckling” theory in which the tip is bent according to the force applied to it, whereby the time to reach the site is diminished. Its unique design will enable the neurosurgeon to save time and reach the desired lesion in the heart and even the brain arteries. Our solution provides an innovative steerable guidewire to solve existing problems and introduce a new standard in stenting procedures.

Other Opportunities

Current management is exploring other opportunities for the company, including, but not limited to, licensing, acquisitions, mergers, and/or joint ventures.

Employees

On March 10, 2011 Carl Tedeschi resigned as officer (Chief Executive Officer, Chief Financial Officer and President) and Director of the Company

As of March 14, 2011 Dr. David F. Hostelley, CPA became our sole director and holds all officers’ positions. We have no other full time or part-time employees. If and when we develop the prototype for our maneuverable-coiled guidewire device and are able to begin manufacturing and marketing, we may need additional employees for such operations. We do not foresee any significant changes in the number of employees or consultants we will have over the next twelve months.

Item 1A. Risk Factors

Smaller reporting companies are not required to provide the information called for by this Item 1A.

RISKS RELATING TO OUR COMPANY

Item 1B. Unresolved Staff Comments

None

Item 2. Properties

Our principal offices are located at 4500 Rockside Road, Suite #400, Independence, OH 44131. Our telephone number is 440-759-7470. This location is the office of Inner Circle Advisors, LLC, a firm owned by Gregory Hostelley, the son of our sole director and officer, and we have been allowed to operate out of such location at no cost to the Company. We believe that this space is adequate for our current and immediately foreseeable operating needs. We do not have any policies regarding investments in real estate, securities, or other forms of property.

Item 3. Legal Proceedings.

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

Item 4. (Removed and Reserved).

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our common stock has been eligible to be traded on the Over-The-Counter Bulletin Board since February 2008 under the ticker symbol CVSL. There has been no active trading in the Company's securities prior to the fourth quarter of 2010 there had been no bid or ask prices quoted.

	High		Low
For the year 2010
March 31,	$	0.0300	$	0.0085
June 30	$	0.0500	$	0.0040
September	$	0.0162	$	0.0060
December	$	0.0230	$	0.0040

For the year 2009
March 31,	$	—	$	—
June 30	$	—	$	—
September	$	—	$	—
December	$	0.3100	$	0.0200

Holders

As of March 29, 2011, there were 196,900,000 common shares issued and outstanding, which were held by 105stockholders of record.

Dividends

We have never declared or paid any cash dividends on our common stock nor do we anticipate paying any in the foreseeable future. Furthermore, we expect to retain any future earnings to finance our operations and expansion. The payment of cash dividends in the future will be at the discretion of our Board of Directors and will depend upon our earnings levels, capital requirements, any restrictive loan covenants and other factors the Board considers relevant.

Equity Compensation Plans

We do not have any equity compensation plans.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

On June 25, 2009, Mr. Oren Bar-nir Gayer and Mr. Boaz Benrush each entered into a Subscription Agreement with the Registrant, pursuant to which the Registrant issued 6,800,000 shares of its common stock to each of them, for the aggregate purchase price of $27,500 or $0.002 per share. Upon issuance, the shares will be fully paid and non-assessable and will result in Mr. Bar-nir Gayer and Mr. Benrush each owning 10% of the Registrant’s issued and outstanding shares of common stock. The shares were issued under Section 4(2) of the Securities Act of 1933, as amended.

On June 8, 2010 we sold an aggregate of 125,000,000 shares of Common Stock to two separate entities for a total of $95,000 pursuant to an Agreement for the Purchase of Common Stock. The shares were sold without registration under Section 5 of the Securities Act of 1933 in reliance on the exemption from registration contained in Section 4(2) of the Securities Act.

Purchases of Equity Securities by the Small Business Issuer and Affiliated Purchasers

We have not repurchased any shares of our common stock during the fiscal year ended December 31, 2010.

Item 6. Selected Financial Data.

A smaller reporting company is not required to provide the information required by this Item 6.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Certain statements contained in this prospectus, including statements regarding the anticipated development and expansion of our business, our intent, belief or current expectations, primarily with respect to the future operating performance of Cardio Vascular Medical Device Corp. and the services we expect to offer and other statements contained herein regarding matters that are not historical facts, are “forward-looking” statements. Future filings with the Securities and Exchange Commission, future press releases and future oral or written statements made by us or with our approval, which are not statements of historical fact, may contain forward-looking statements, because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements.

All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) section of this Report discusses our results of operations, liquidity and financial condition, and certain factors that may affect our future results. You should read this MD&A in conjunction with our financial statements and accompanying notes included in this Report. This plan of operation contains forward-looking statements that involve risks, uncertainties, and assumptions. The actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those presented under “Risk Factors” on elsewhere in this Report.

Plan of Operation

Since our inception, we have not generated any revenues and do not expect to generate any revenues over the next 12 months. Our principal business objective for the next 12 months will be to successfully develop a working prototype. We will rely on third parties to develop a prototype and to work with us to manufacture the product. If our manufacturing and distribution agreements are not satisfactory, we may not be able to develop or commercialize our device as planned. In addition, we may not be able to contract with third parties to manufacture our device in an economical manner. Furthermore, third-party manufacturers may not adequately perform their obligations, which may impair our competitive position. If a manufacturer fails to perform, we could experience significant time delays or we may be unable to commercialize or continue to market our maneuverable-coiled guidewire device.

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

Results of Operations

As of December 31, 2010, and 2009, the Company had $ -0- and $2,950 in cash, respectively. We believe that such funds will not be sufficient to effectuate our plans with respect the Company’s business over the next twelve months. We will need to seek additional capital for the purpose of financing our marketing efforts.

Revenues

The Company is in its development stage and did not generate any revenues during the year ended December 31, 2010, and December 31, 2009.

Total operating expenses

During fiscal years ended December 31, 2010, and 2009, total operating expenses were $143,345and $69,866, respectively. The general and administrative expenses were primarily the result of fees for consulting, legal and professional accounting associated with fulfilling the Company’s SEC reporting requirements. The Company had cumulative operating loss of $353,874 from April 26, 2007 (inception) to December 31, 2010.

Net loss

During the fiscal years ended December 31, 2010, and 2009, the net loss was $142,520and $69,866, respectively. The Company had cumulative net loss of $351,893 from April 26, 2007 (inception) to December 31, 2010.

Liquidity and Capital Resources

As of December 31, 2010, we had $-0- in cash resources. The Company does not believe that such funds will be sufficient to fund its expenses over the next 12 months.

In June 2009, the Company commenced a second capital formation through a private placement exempt from registration under Section 4(2) of the Securities Act of 1933, as Amended. On June 25, 2009, Mr. Oren Bar-nir Gayer and Mr. Boaz Benrush each entered into a Subscription Agreement with the Company, pursuant to which the Company issued 6,800,000 shares of its common stock to each of them, for the aggregate purchase price of $27,500 or $0.002 per share. The shares were issued on July 15, 2009, and were fully paid and non-assessable and resulted in Mr. Bar-nir Gayer and Mr. Benrush each owning 10% of the Company’s issued and outstanding shares of common stock.

There can be no assurance that additional capital will be available to the Company. The Company currently has no agreements, arrangements, or understandings with any person to obtain funds through bank loans, lines of credit, or any other sources. Since the Company has no such arrangements or plans currently in effect, its inability to raise funds for the above purposes will have a severe negative impact on its ability to remain a viable company.

Lack of Insurance

The Company currently has no insurance in force for its office facilities and operations and it cannot be certain that it can cover the risks associated with such lack of insurance or that it will be able to obtain and/or maintain insurance to cover these risks at economically feasible premiums.

Going Concern Consideration

While management of the Company believes that the Company will be successful in its planned operating activities, there can be no assurance that the Company will be successful in the development of a prototype of its patent, commercialization of the prototype, sale of its planned product, technology, or services that will generate sufficient revenues to earn a profit and sustain the operations of the Company. The Company also intends to conduct additional capital formation activities through the issuance of its common stock and to commence operations.

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has incurred an operating loss since inception, had negative working capital as of December 31, 2010, and 2009, and the cash resources of the Company were insufficient to meet its planned business objectives. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

Off Balance Sheet Arrangements

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

Recently issued accounting pronouncements

Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company.

The Company has adopted all recently issued accounting pronouncements, as disclosed in our financial statement footnotes. The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

A smaller reporting company is not required to provide the information required by this item.

Item 8. Financial Statements and Supplementary Data.

CARDIO VASCULAR MEDICAL DEVICE CORP.

(A DEVELOPMENT STAGE COMPANY)

INDEX TO FINANCIAL STATEMENTS

DECEMBER 31, 2010 and 2009

Report of Registered Independent Auditor	F-2

Financial Statements-

Balance Sheets as of December 31, 20010 and 2009	F-3

Statements of Operations for the Years Ended
December 31, 2010 and 2009, and Cumulative from Inception	F-4

Statement of Changes in Stockholders’ Equity (Deficit) for the Period from Inception
Through December 31, 2010	F-5

Statements of Cash Flows for the Years Ended December 31, 2010
And 2009 and Cumulative from Inception	F-6

Notes to Financial Statements	F-7

Peter Messineo

Certified Public Accountant

1982 Otter Way Palm Harbor FL 34685

peter@pm-cpa.com

T 727.421.6268 F 727.674.0511

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders

Cardio Vascular Medical Devices, Inc.

I have audited the accompanying balance sheets of Cardio Vascular Medical Devices, Inc. (the "Company") for the years ended December 31, 2010 and 2009 and the related statement of operations, stockholders' equity and cash flows for the years then ended and for the period April 26, 2007 (date of inception) through December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on my audit.

I conducted my audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, I express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinions.

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Cardio Vascular Medical Devices, Inc. as of December 31, 2010 and 2009 and the results of its operations and its cash flows for the years then ended and for the period April 26, 2007 (date of inception) through December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred an operating loss since inception, had negative working capital as of December 31, 2010, and the cash resources of the Company are insufficient to meet its planned business objectives. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 2 to the financial statements. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Peter Messineo, CPA

Peter Messineo, CPA

Palm Harbor, Florida

March 29, 2011

F-1

CARDIO VASCULAR MEDICAL DEVICE CORP.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

AS OF DECEMBER 31, 2010 AND DECEMBER 31, 2009

	As of			As of
	December 31,			December 31,
	2010			2009
ASSETS

Current Assets:
Cash and cash equivalents	$	-		$	2,950

Total current assets		-			2,950

Other Assets:
Patent (net of accumulated amortization of $661)		-			4,339

Total other assets		-			4,339

Total Assets	$	-		$	7,289

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities:
Accounts Payable - trade	$	3,174		$	1,949
Accrued liabilities		12,000			14,744
Due to related parties		7,000			76,054

Total current liabilities		22,174			92,747

Long-term Debt:
Royalty obligation payable to a Director and stockholder		-			5,000

Total liabilities		22,174			97,747

Commitments and Contingencies

Stockholders' Equity (Deficit):
Common stock, par value $.0001 per share, 200,000,000 shares authorized; 196,900,000 and 67,700,000 shares issued and outstanding, respectively		19,690			6,770
Additional paid-in capital		310,029			112,145
(Deficit) accumulated during the development stage		(351,893	)		(209,373	)

Total stockholders' equity (deficit)		(22,174	)		(90,458	)

Total Liabilities and Stockholders' Equity (Deficit)	$	-		$	7,289

The accompanying notes to financial statements

are an integral part of these statements.

F-2

CARDIO VASCULAR MEDICAL DEVICE CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATION

FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

AND CUMULATIVE FROM INCEPTION (APRIL 26, 2007)

THROUGH DECEMBER 31, 2010

	Years Ended						Cumulative
	December 31,						From
	2010			2009			Inception

Revenues	$	-		$	-		$	-

Expenses:
Consulting		30,000			15,216			48,216
Audit and accounting fees		17,500			18,780			68,230
Consulting - related parties		84,000			13,000			171,110
Transfer agent fees		678			3,049			13,010
Legal fees		6,500			5,500			20,490
SEC and other filing fees		4,553			7,744			18,581
Bank charges		-			571			3,940
Other		50			-			3,122
Website		-			3,551			3,551
Investor relations		-			2,199			2,899
Amortization		64			256			725

Total general and administrative expenses		143,345			69,866			353,874

(Loss) from Operations		(143,345	)		(69,866	)		(353,874	)

Interest and Other Income (Expense)		825			-			1,981

Provision for income taxes		-			-			-

Net (Loss)	$	(142,520	)	$	(69,866	)	$	(351,893	)

(Loss) Per Common Share:
(Loss) per common share - Basic and Diluted	$	(0.00	)	$	(0.00	)

Weighted Average Number of Common Shares Outstanding - Basic and Diluted		141,652,877			60,416,940

The accompanying notes to financial statements are

an integral part of these statements.

F-3

CARDIO VASCULAR MEDICAL DEVICE CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

FOR THE PERIOD FROM INCEPTION (APRIL 26, 2007)

THROUGH DECEMBER 31, 2010

								(Deficit)
								Accumulated
					Additional			During the
	Common stock				Paid-in			Development
Description	Shares		Amount		Capital			Stage			Totals

Balance - April 26, 2007		-	$	-	$	-		$	-		$	-
Common stock issued for cash		40,000,000		4,000		(3,000	)		-			1,000
Common stock issued for cash		14,000,000		1,400		108,490			-			109,890
Deferred offering costs		-		-		(20,000	)		-			(20,000	)
Common stock issued for services		100,000		10		515			-			525
Net (loss) for the period		-		-		-			(98,121	)		(98,121	)
Balance - December 31, 2007		54,100,000		5,410		86,005			(98,121	)		(6,706	)
Net (loss) for the period		-		-		-			(41,386	)		(41,386	)
Balance - December 31, 2008		54,100,000		5,410		86,005			(139,507	)		(48,092	)
Common stock issued for cash		13,600,000		1,360		26,140			-			27,500
Net (loss) for the period		-		-		-			(69,866	)		(69,866	)
Balance - December 31, 2009		67,700,000		6,770		112,145			(209,373	)		(90,458	)
Common stock issued for services		1,200,000		120		23,880			-			24,000
Common stock issued for services		2,000,000		200		59,800			-			60,000
Common stock issued for services		1,000,000		100		29,900			-			30,000
Common stock issued for cash		125,000,000		12,500		82,500			-			95,000
Contributed capital		-		-		1,804			-			1,804
Net (loss) for the period		-		-		-			(142,520	)		(142,520	)
Balance - December 31, 2010		196,900,000	$	19,690	$	310,029		$	(351,893	)	$	(22,174	)

The accompanying notes to financial statements are

an integral part of these financial statements.

F-4

CARDIO VASCULAR MEDICAL DEVICE CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2010,

AND 2009 AND CUMULATIVE FROM INCEPTION (APRIL 26, 2007)

THROUGH DECEMBER 31, 2010

	Years Ended						Cumulative
	December 31,						From
	2010			2009			Inception
Operating Activities:
Net (loss)	$	(142,520	)	$	(69,866	)	$	(351,893	)
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Common stock issued for services and compensation		114,000			-			114,525
Amortization		64			256			725
Gain on extinguishment of liability		(725	)		-			(725	)
Changes in net assets and liabilities-
Accounts Payable and accrued liabilities		(1,518	)		244			15,174

Net Cash Provided by (Used in) Operating Activities		(30,699	)		(69,366	)		(222,194	)

Investing Activities:		-			-			-

Net Cash Used in Investing Activities		-			-			-

Financing Activities:
Proceeds from loans from related parties		15,500			43,794			172,054
Payment of loans from related parties		(82,751	)		-			(163,250	)
Proceeds from stock issued		95,000			27,500			233,390
Payment of deferred offering costs					-			(20,000	)

Net Cash Provided by Financing Activities		27,749			71,294			222,194

Net Increase in Cash		(2,950	)		1,928			-

Cash - Beginning of Period		2,950			1,022			-

Cash - End of Period	$	-		$	2,950		$	-

Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest	$	-		$	-		$	-
Income taxes	$	-		$	-		$	-

On May 28, 2007, the Company acquired by assignment a United States patent named Maneuverable Coiled Guidewire from a Director and stockholder. Under Staff Accounting Bulletin Topic 5G, "Transfer ofNonmonetary Assets by Promoters and Shareholders," the Company recorded the transaction as a royalty obligation payable at the Director and stockholder's historical cost basis, determined under accounting principles generally accepted in United States of America in the amount of $5,000. As of June 30, 2010, the Company determined that future cash flows to be generated by the patented technology were less than the net capitalized value of the patent. Consequently, the patent and related accumulated amortization of $4,275 and $725, respectively, were written-off. The Company was also relieved of the royalty obligation of $5,000 payable to the transferring stockholder. As a result of this transaction, the Company recognized a gain of $725. See Note 3 for additional details of this transaction.

On September 24, 2007, the Company issued 25,000 shares of common stock in payment of consulting fees of $525. See Note 4 for further details related to this transaction.

On January 12, 2010, the Company issued 1,200,000 shares of common stock for consulting services valued at $24,000. See Note 4 for further details related to this transaction.

On May 15, 2010, the Company issued 1,000,000 shares of common stock in payment for consulting fees of $30,000. See Note 4 for further details related to this transaction.

On May 15, 2010, the Company issued 2,000,000 shares of common stock in payment for consulting fees of $60,000. See Note 4 for further details related to this transaction.

On June 30, 2010, the Company was forgiven of an outstanding accrued liability of $1,804 payable to the Company's Chief Executive Officer. This transaction was treated as a capital contribution for financial reporting purposes.

The accompanying notes to financial statements are

an integral part of these statements.

F-5

CARDIO VASCULAR MEDICAL DEVICE CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2010 and 2009

(1) Summary of Significant Accounting Policies

Basis of Presentation and Organization

Cardio Vascular Medical Device Corp. (the “Company” or “Cardio Vascular”) is a Delaware corporation in the development stage. The Company was organized on April 12, 2007, and incorporated under the laws of the State of Delaware on April 26, 2007. The business plan of the Company is to develop a medical device application utilizing a patent pertaining to a maneuverable coiled guide wire. The patent’s intended use was to improve stenting procedures in the medical field and to advance the technology related to guidewire usage. The Company plans to develop a prototype of the patent application, and then manufacture and market the product and/or seek third-party entities interested in licensing the rights to manufacture and market the guidewire. Effective June 30, 2010, the Company began exploring alternative business endeavors to increase shareholder value. Until such time as the Company identifies and engages in an alternative business plan, the Company plans to continue the pursuit of the patented technology. The accompanying financial statements of Cardio Vascular Medical Device Corp. were prepared from the accounts of the Company under the accrual basis of accounting.

Cash and Cash Equivalents

For purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.

Revenue Recognition

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

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

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

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

F-6

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

Development Costs

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

Patent

The Company obtained a United States patent from a Director and stockholder by assignment effective June 5, 2007. The patent was originally granted on November 28, 2006. Under Staff Accounting Bulletin Topic 5G, “Transfers of Nonmonetary Assets by Promoters and Shareholders,” the Company recorded the transaction as a royalty obligation payable at the Director and stockholder’s historical cost basis in the amount of $5,000. The historical cost of obtaining the patent had been capitalized by the Company, and was being amortized over a period of approximately 19.5 years. As of June 30, 2010, the Company determined that future cash flows to be generated by the patented technology were insufficient to recoup the cost associated with acquisition of the patent. Consequently, the patent and related amortization, totaling $4,275, and $725, respectively, were determined to be fully impaired and were written off. The Company was also relieved of a royalty obligation in the amount of $5,000 payable to the stockholder that originally assigned the patent to the Company. As a result of these transactions, the Company recognized a gain of $725. See Note 3 for additional details related to this transaction.

Impairment of Long-Lived Assets

The Company evaluates the recoverability of long-lived assets and the related estimated remaining lives at each balance sheet date. The Company records an impairment or change in useful life whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed. As of December 31, 2010, the Company determined that future cash flows to be generated by its patent were insufficient to recoup the cost associated with acquisition of the patent. Consequently, the patent and related accumulated amortization, totaling $5,000 and $725, respectively, were determined to be fully impaired, and were written off. See Note 3 for additional details related to this transaction.

Loss Per Common Share

Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There were no dilutive financial instruments issued or outstanding.

Deferred Offering Costs

The Company defers as other assets the direct incremental costs of raising capital until such time as the offering is completed. At the time of the completion of the offering, the costs are charged against the capital raised. Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated. For the period ended December 31, 2007, the Company recorded $20,000 in deferred offering costs as an offset to additional paid-in capital.

F-7

Income Taxes

The Company accounts for income taxes pursuant to the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 740, “Income Taxes” (“ASC 740”). Under ASC 740, deferred tax assets and liabilities are determined based on temporary differences between the basis of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

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

Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.

Fair Value of Financial Instruments

The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange. As of December 31, 2010, and 2009, the carrying value of the Company’s financial instruments approximated fair value due to their short-term nature and maturity.

Estimates

The financial statements are prepared on the basis of accounting principles generally accepted in the United States of America. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of December 31, 2010, and 2009, and expenses for the years ended December 31, 2010, and 2009, and cumulative from inception. Actual results could differ from those estimates made by management.

(2) Development Stage Activities and Going Concern

The Company is currently in the development stage, and its business plan addresses the development of a medical device application utilizing a patent pertaining to a maneuverable coiled guidewire.

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has incurred an operating loss since inception, had negative working capital as of December 31, 2010, and the cash resources of the Company are insufficient to meet its planned business objectives. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

F-8

(3) Patent Rights

On May 28, 2007, the Company acquired by assignment 100 percent of all rights, title, and interest to a United States patent owned by a Director and stockholder of the Company in exchange for the Company’s commitment to payments of one half percent of all future revenues received from the exploitation of the patent as royalties to the Director and stockholder. The patent was originally issued by the United States Patent and Trademark Office on November 28, 2006. The assignment of the patent by a Director and stockholder of the Company to the Company was recorded with the United States Patent and Trademark Office on June 5, 2007. The historical cost of the patent to the Director and stockholder in the amount of $5,000 had been reflected on the accompanying balance sheet of the Company as the cost of the patent and a long-term royalty obligation due to a Director and stockholder. The Company recorded amortization of the cost of the patent in the amounts of $64 and $256 for the years ended December 31, 2010 and 2009, respectively.

As of June 30, 2010, the Company determined that future cash flows to be generated by the patented technology were insufficient to recoup the cost associated with acquisition of the patent. Consequently, the patent and related amortization, totaling $5,000, and $725, respectively, were determined to be fully impaired and were written off. The Company was also relieved of a royalty obligation in the amount of $5,000 payable to the stockholder that originally assigned the patent to the Company. As a result of these transactions, the Company recognized a gain of $725.

(4) Common Stock

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

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

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

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

In June 2009, the Company began a second capital formation activity through PPO #2, exempt from registration under the Securities Act of 1933, to raise up to $27,500 through the issuance of 13,600,000 (post forward stock split) shares of its common stock, par value $0.0001 per share, at an offering price of $0.002 per share. As of June 30, 2009, the Company had subscribed 13,600,000 (post forward stock split) shares related to the PPO #2 to two foreign investors, resulting in gross proceeds of $27,500. As of June 30, 2009, the Company declared PPO #2 closed. On July 15, 2009, the Company issued 13,600,000 shares of its common stock subscribed.

On January 12, 2010, the Company issued 1,200,000 shares of its common stock, par value $0.0001 per share, to a Director and officer as compensation for consulting services rendered amounting to $24,000 for services rendered, and to be rendered during the year ending December 31, 2010.

F-9

On May 15, 2010, the Company issued 2,000,000 shares of common stock to Mr. Asher Zwebner, a former officer and Director or the company in exchange for the release of liabilities owed to him by the Company. The transaction was valued at $60,000.

On May 15, 2010, the Company issued 1,000,000 shares of common stock to Mr. Joseph Raz in exchange for the release of liabilities owed to him by the Company. The transaction was valued at $30,000.

On June 8, 2010, the Company sold an aggregate of 125,000,000 shares of Common Stock to two separate entities for a total of $95,000 pursuant to an Agreement for the Purchase of common stock. The share transaction represented approximately 63.5 percent of the total outstanding securities of the Company, and resulted in change in control of the Company.

(5) Income Taxes

The provision (benefit) for income taxes for the years ended December 31, 2010 and 2009, were as follows (using a 23 percent effective Federal and state income tax rate):

	2010			2009

Current Tax Provision:
Federal-
Taxable income	$	-		$	-

Total current tax provision	$	-		$	-

Deferred Tax Provision:
Federal-
Loss carryforwards	$	32,780		$	16,069
Change in valuation allowance		(32,780	)		(16,069	)

Total deferred tax provision	$	-		$	-

The Company had deferred income tax assets as of December 31, 2010 and 2009, as follows:

	2010			2009

Loss carryforwards	$	80,935		$	48,156
Less - Valuation allowance		(80,935	)		(48,156	)

Total net deferred tax assets	$	-		$	-

As of December 31, 2010 the Company had net operating loss carryforwards for income tax reporting purposes of approximately $351,893, which may be offset against future taxable income. The net operating loss carryforwards will begin to expire in the year 2027. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs or a change in the nature of the business. Therefore, the amount available to offset future taxable income may be limited.

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

F-10

The Company did not identify any material uncertain tax positions on returns that have been filed or that will be filed. The Company did not recognize any interest or penalties for unrecognized tax benefits during the years ended December 31, 2010 and 2009.

The Company has filed income tax returns in the United States. All tax years are closed by expiration of the statute of limitations. The years ended December 31, 2010 and 2009 are open for examination.

(6) Related Party Transactions

The related party transactions are not necessarily arms length transactions.

On May 28, 2007, a Director and stockholder of the Company assigned to the Company, in exchange for the Company’s commitment to royalty payments to the Director and stockholder of one-half percent of all future revenues received from the exploitation of the maneuverable coiled guidewire patent. The historical cost of the patent to the Director and stockholder in the amount of $5,000 had been reflected on the accompanying balance sheet of the Company as the cost of the patent and a long-term royalty obligation due to a Director and stockholder. The Company recorded amortization of the cost of the patent in the amounts of $64 and $256 for the years ended December 31, 2010, and 2009, respectively.

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

As of June 30, 2010, the royalty obligation payable to the transferring stockholder was discontinued, and the carrying amount of the patent, related accumulated amortization, and the royalty obligation were adjusted accordingly.

As of December 31, 2010, the Company owed $7,000 to stockholder of the Company. The loan is for working capital, non-interest bearing and due on demand.

(7) Commitments and Contingencies

The Company was committed to paying royalties to a Director and stockholder based on one-half percent of all future revenues received from the exploitation of a patent as described in Note 3 above. As of June 30, 2010, the royalty obligation payable to the transferring stockholder was discontinued, and the carrying amount of the patent, accumulated amortization, and the royalty obligation were adjusted accordingly.

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

F-11

(8) Change in Management

On July 26, 2009, the former Directors, Messrs. Benny Gaber, and Lavi Krasney resigned from all of their respective positions as executive officers, and as members of Board of Directors of the Company. On the same date, the Board of Directors appointed Messrs. Boaz Benrush and Oren Bar-nir Gayer, as members of the Board of Directors. Mr. Benrush was also appointed as the Chairman of the Board.

On September 14, 2009, Messrs. Boaz Benrush and Oren Bar-nir Gayer resigned from their positions as members of the Board of Director of the Company due to the Company’s business plan change. Mr. Doron Latzer also resigned from his position as an officer of the Company.

Also on September 14, 2009, the Company appointed Messrs. Eli Gonen and Asher Zwebner as members of the Board of Directors. In addition, the Board of Directors appointed Messrs. Eli Gonen as Chairman of the Board, and Asher Zwebner as Secretary of the Company.

On June 8, 2010, Messrs. Asher Zwebner and Eli Gonen resigned as officers and Directors of the Company. On the same date, Mr. Carl Tedeschi was appointed as an executive officer and Director of the Company.

(9) Recent Accounting Pronouncements

Effective July 1, 2009, the Company adopted FASB ASC Topic 105-10, “Generally Accepted Accounting Principles – Overall” (“Topic 105-10”). Topic 105-10 establishes the FASB Accounting Standards Codification (the “Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. All guidance contained in the Codification carries an equal level of authority. The Codification superseded all existing non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC accounting literature not included in the Codification is non-authoritative. The FASB will not issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates (“ASU’s”). The FASB will not consider ASU’s as authoritative in their own right. ASU’s will serve only to update the Codification, provide background information about the guidance, and provide the bases for conclusions on the change(s) in the Codification. References made to FASB guidance throughout this document have been updated for the Codification.

In January 2010, the FASB issued ASU 2010-06, "Improving Disclosures about Fair Value Measurements.” This update requires additional disclosure within the roll forward of activity for assets and liabilities measured at fair value on a recurring basis, including transfers of assets and liabilities between Level 1 and Level 2 of the fair value hierarchy and the separate presentation of purchases, sales, issuances and settlements of assets and liabilities within Level 3 of the fair value hierarchy. In addition, the update requires enhanced disclosures of the valuation techniques and inputs used in the fair value measurements within Levels 2 and 3. The new disclosure requirements are effective for interim and annual periods beginning after December 15, 2009, except for the disclosure of purchases, sales, issuances, and settlements of Level 3 measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010. As ASU 2010-06 only requires enhanced disclosures, the Company does not expect that the adoption of this update will have a material effect on its financial statements.

In February 2010, the FASB issued ASU No. 2010-09, "Amendments to Certain Recognition and Disclosure Requirements,” which eliminates the requirement for SEC filers to disclose the date through which an entity has evaluated subsequent events. ASC No. 2010-09 is effective for its fiscal quarter beginning after December 15, 2010. The adoption of ASC No. 2010-06 will not have a material impact on the Company's financial statements.

F-12

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not, or are not believed by management to, have a material impact on the Company’s present or future financial statements.

(10) Subsequent Events

Subsequent to the balance sheet date the Company entered into an agreement with the Company's new sole director, CEO and CFO. Under the terms of the agreement the new director and officer will receive 2,000,000 shares as compensation for his services.

F-13

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

Dismissal of Etania Audit Group, P.C. ("Etania")

On March 2, 2011 the Company received a letter from the Securities and Exchange Commission stating that its (former) auditor Etania Audit Group P.C. (formerly Davis Accounting Group P.C.) was not duly licensed when it issued an audit opinion on the Company's financial statements included in the Company's Form 10-K for fiscal years 2008 and 2009, and accordingly those financial statements are not considered to be audited. The Company has amended those reports accordingly, and they will also be amended to include audited financial statements by a firm which is duly registered and in good standing. On March 3, 2011, the Company dismissed Etania, and Etania resigned, as its principal independent accountant. Etania's report on the Company's financial statements for the year ended December 31, 2009 did not contain an adverse opinion or disclaimer of opinion. The Board of Directors approved the decision to dismiss Etania as the Company's principal independent accountant. During the Company's two most recent fiscal years and any subsequent period prior to dismissal, other than as set forth herein, there were no disagreements with Etania on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Etania, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report.

Engagement of Peter Messineo, Certified Public Accountant.

On March 3, 2011 the Company retained Peter Messineo, Certified Public Accountant to serve as the Company's principal independent accountant. During the Company's two most recent fiscal years, and any subsequent interim period prior to engaging Peter Messineo, Certified Public Accountant, neither the Company (or someone on its behalf) consulted with Peter Messineo, Certified Public Accountant on either: the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company's financial statements, and no written report was provided to the Company or oral advice was provided that Peter Messineo, Certified Public Accountant concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or Any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) and the related instructions to Item 304(a)(2) of Regulation S-K) or a reportable event (as described in paragraph (a)(1)(v) to Item 304(a)(2) of Regulation S-K)

Item 9A. Controls and Procedures.

Our Chief Executive Officer and Principal Financial Officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 (Exchange Act) Rules 13a-15(e) or 15d-15(e)) as of the end of the period covered by this annual report, has concluded that our disclosure controls and procedures are effective at a reasonable assurance level based on their evaluation of these controls and procedures as required by paragraph (b) of Exchange Act Rules 13a-15 or 15d-15.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rules 13a-15(f) under the Securities Exchange Act of 1934, internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive, principal accounting and principal financial officers, or persons performing similar functions, and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management, including the Company’s Chief Executive Officer and Principal Financial Officer assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2010. In making this assessment, management used the framework in “Internal Control - Integrated Framework” promulgated by the Committee of Sponsoring Organizations of the Treadway Commission, commonly referred to as the “COSO” criteria. Based on the assessment performed, management believes that as of December 31, 2010, the Company’s internal control over financial reporting was effective based upon the COSO criteria. Additionally, based on management’s assessment, the Company determined that there were no material weaknesses in its internal control over financial reporting as of December 31, 2010.

This Annual Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.

Changes in Internal Controls

During the year ended December 31, 2010, there was no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.

Item 9A(T). Controls and Procedures.

See Item 9A

Item 9B. Other Information.

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Directors and Executive Officers

The following table sets forth certain information regarding the members of our Board of Directors and our executive officers:

Name	Age	Positions and Offices Held
Carl Tedeschi (6/8/10 to 3/10/11)		President, Chief Executive Officer, Chief Financial Officer and Director
David F. Hostelley (3/14/11 to present)	71	President, Chief Executive Officer, Chief Financial Officer and Director

Our Directors hold office until the next annual meeting of our shareholders, or until their successors are duly elected and qualified. Set forth below is a summary description of the principal occupation and business experience of each of our Directors and executive officers for at least the last five years.

David Hostelley, Ph.D. and CPA, age 71, Chief Executive Officer, President, Chief Financial Officer and Director of the Company has served as President of MSC Solutions, a family owned consulting company, located in Strongsville Ohio, and provided consulting services and outsourced CFO services for acquisition, from April 2005 until December 2008. From December 2008 until January 15, 2011 Mr. Hostelley was the CFO and board member of Entertainment Arts Research, Inc. (EARI.PK) a company engaged in the design, development, production of video games and virtual reality games. From July 2010 to present CFO of Virtual Medical International, Inc. located in Las Vegas Nevada, in the business of virtual medical offices..

There are no familial relationships among any of our Directors or officers. None of our Directors or officers has been affiliated with any company that has filed for bankruptcy within the last five years. The Company is not aware of any proceedings to which any of the Company’s officers or Directors, or any associate of any such officer or Director, is a party adverse to the Company or any of the Company’s subsidiaries or has a material interest adverse to it or any of its subsidiaries.

Each Director of the Company serves for a term of one year or until the successor is elected at the Company's annual shareholders' meeting and is qualified, subject to removal by the Company's shareholders. Each officer serves, at the pleasure of the Board of Directors, for a term of one year and until the successor is elected at the annual meeting of the Board of Directors and is qualified.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires officers and directors of the Company and persons who own more than ten percent of a registered class of the Company's equity securities to file reports of ownership and changes in their ownership with the Securities and Exchange Commission, and forward copies of such filings to the Company. We believe, based solely on our review of the copies of such forms, that during the fiscal year ended December 31, 2010, all reporting persons complied with all applicable Section 16(a) filing requirements.

Potential Conflicts of Interest

Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. The Board of Directors has not established an audit committee and does not have an audit committee financial expert, nor has the Board established a nominating committee. The Board is of the opinion that such committees are not necessary since the Company has only two directors, and to date, such directors have been performing the functions of such committees. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executive officers or directors.

Involvement in Certain Legal Proceedings

There are no legal proceedings that have occurred within the past five years concerning our directors, or control persons which involved a criminal conviction, a criminal proceeding, an administrative or civil proceeding limiting one's participation in the securities or banking industries, or a finding of securities or commodities law violations.

Item 11. Executive Compensation.

Any compensation received by our officers, directors, and management personnel will be determined from time to time by our Board of Directors. Our officers, directors, and management personnel will be reimbursed for any out-of-pocket expenses incurred on our behalf. As of December 31, 2010 there was no Executive Compensation.

Summary Compensation

Employment Contracts. We have no employment agreements with any of our Directors or executive officers.

Stock Options/SAR Grants. No grants of stock options or stock appreciation rights were made since inception on April 26, 2007.

Long-Term Incentive Plans. As of December 31, 2010, we had no group life, health, hospitalization, or medical reimbursement or relocation plans in effect. Further, we had no pension plans or plans or agreements which provide compensation on the event of termination of employment or corporate change in control.

Outstanding Equity Awards. As of December 31, 2010, None of our Directors or executive officers holds unexercised options, stock that has not vested, or equity incentive plan awards.

Since our incorporation on April 26, 2007, stock options or stock appreciation rights were granted to any of our Directors or executive officers. We have no long-term equity incentive plans.

Outstanding Equity Awards

None of our Directors or executive officers holds options, stock that has not vested, or equity incentive plan awards.

Compensation of Directors

Since our incorporation on April 26, 2007, no compensation has been paid to any of our Directors in consideration for their services rendered in their capacity as directors.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table lists, as of March 29, 2011 the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

The percentages below are calculated based on 196,900,000 shares of our common stock issued and outstanding as of March 16, 2010. We do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock. Unless otherwise indicated, the address of each person listed is c/o Cardio Vascular Medical Device Corp. 12 Shaar Hagai Street Haifa, Israel 34554

Name and Address of Beneficial Owner	Number of Shares of Common Stock Beneficially Owned or Right to Direct Vote (1)		Percent of Common Stock Beneficially Owned or Right to Direct Vote (2)
Olympus Capital Group		93,750,000		47.613	%
Rada Advisors, Inc.		31,250,000		15.871	%
David F. Hostelley (3)		2,000,000		1.016	%

(1)

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (the "SEC") and generally includes voting or investment power with respect to securities. In accordance with SEC rules, shares of common stock issuable upon the exercise of options or warrants which are currently exercisable or which become exercisable within 60 days following the date of the information in this table are deemed to be beneficially owned by, and outstanding with respect to, the holder of such option or warrant. Except as indicated by footnote, and subject to community property laws where applicable, to our knowledge, each person listed is believed to have sole voting and investment power with respect to all shares of common stock owned by such person.

(2)

Based on a percentage of the total of 196,900,000 shares outstanding.

(3)

On March 10, 2011 David Hostelley, age 71, was named Chief Executive Officer, President, Chief Financial Officer and Director of the Company. For agreeing to serve in such capacity Mr. Hostelley is to be issued 2,000,000 shares of Common Stock of the Company. Represents all officers and directors of the Company.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

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

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

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

For the period ended December 31, 2007, the Company had paid to a Director and stockholder of the Company $35,055 for consulting services rendered.

During the year ended December 31, 2009, a Director and stockholder of the Company provided consulting services valued of $20,500. As of December 31, 2009, the Company owed this individual $8,500 for consulting services rendered.

The Company has received various working capital loans from Directors and stockholders of the Company. As of December 31, 2009, the Company owed the Directors and stockholders $35,326. The loan is unsecured, non-interest bearing, and have no terms for repayment.

During the year ended December 31, 2009, the Company received various working capital loans from a stockholder of the Company. As of December 31, 2009, the Company owed to a stockholder $32,228 . The loan is unsecured, non-interest bearing, and has no terms for repayment During 2010, this amount was settled.

Director Independence

We are not subject to listing requirements of any national securities exchange or national securities association and, as a result, we are not at this time required to have our board comprised of a majority of “independent directors.” We do not believe that any of our directors currently meet the definition of “independent” as promulgated by the rules and regulations of the American Stock Exchange.

Item 14. Principal Accounting Fees and Services.

AUDIT FEES

The aggregate fees billed by our auditors, Etania Audit Group., P.C., for professional services rendered for the audit of our annual financial statements for fiscal year ended December 31, 2009 and review of our interim financial statements for the first, second and third quarters of 2010 was approximately $14,500. The audit of December 31, 2010 and the required re-audit of the years December 31, 2009 and 2008 were performed by Peter Messineo, CPA. The aggregate fees billed by our auditor for professional services rendered for the audit of our annual financial statements for fiscal year ended December 31, 2010 is approximately $4,000.

AUDIT-RELATED FEES

During the last two fiscal years, no fees were billed or incurred for assurance or related services by our auditors that were reasonably related to the audit or review of financial statements reported above.

TAX FEES

There were no tax preparation fees billed for the fiscal year end December 31, 2010 or 2009.

ALL OTHER FEES

During the last two fiscal years, no other fees were billed or incurred for services by our auditors other than the fees noted above. Our board, acting as an audit committee, deemed the fees charged to be compatible with maintenance of the independence of our auditors.

THE BOARD OF DIRECTORS PRE-APPROVAL POLICIES

As of December 31, 2010, the Company did not have a formal d ocumented pre-approval policy for the fees of the principal accountant. The Company does not have an audit committee. The percentage of hours expended on the principal accountant's engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees was 0%.

The board approved all fees described above.

The pre-approved fees billed to the Company are set forth below:

	For Fiscal Year Ended December 31, 2010		For Fiscal Year Ended December 31, 2009
Audit Fees (see above)	$	4,000	$	14,500
Audit Related Fees	$	0	$	0
Tax Fees	$	0	$	0
All other Fees	$	0	$	0

PART IV

Item 15. Exhibits. Financial Statement Schedules.

Exhibit		Description

EXHIBIT
NUMBER		DESCRIPTION

3.1		Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to Cardio Vascular’s Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on August 28, 2007).

3.2		By-laws of the Company (incorporated by reference to Exhibit 3.2 to Cardio Vascular’s Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on August 28, 2007).

3.3		Form of Common Stock Certificate of the Company (incorporated by reference to Exhibit 3.3 to Cardio Vascular’s Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on August 28, 2007).

10.1		Patent Sale and Assignment, dated May 28, 2007, between the Company and Benny Gaber (incorporated by reference to Exhibit 10.1 to Cardio Vascular’s Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on August 28, 2007).

10.2		United States Patent Assignment form #7141024 (incorporated by reference to Exhibit 10.2 to Cardio Vascular’s Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on August 28, 2007).

10.3		Purchase and Sale Agreement dated July 9, 2008, between Benny Gaber and Carrigan Investments Limited (incorporated by reference to Exhibit 10.2 to Cardio Vascular’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 22, 2008).

10.4		Purchase and Sale Agreement dated July 9, 2008, between Arie Orenstein and Carrigan Investments Limited (incorporated by reference to Exhibit 10.3 to Cardio Vascular’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 22, 2008).
10.5		Exclusive Marketing Agreement dated July 22, 2009 by and between Cardio Vascular Medical Device Corp. and Elgressy Engineering Services (1987) Ltd.

10.6		Consulting Agreement dated July 21, 2009, by and between Cardio Vascular Medical Device Corp. and N.D.Raz Business and Project Development Ltd. and Mr. Yossi Raz.

31.1		Certification of Chief Executive Officer required by Rule 13a-14(a) under the Exchange Act (filed herewith).

31.2		Certification of Chief Financial Officer required by Rule 13a-14(a) under the Exchange Act (filed herewith).

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (filed herewith).

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.

		CARDIO VASCULAR MEDICAL DEVICE CORP.

Date: March 30, 2011			By:	/s/ David F. Hostelley
			Name: David F. Hostelley Title: President, Chief Executive Officer, Chairman, and Director (Principal Executive Officer)

Date: March 30, 2011	By:				/s/ David F. Hostelley
	Name:				David F. Hostelley
	Title:				Chief Financial Officer
	and Secretary and Director (Principal Financial and Accounting Officer )

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date: March 30, 2011	By:	/s/ David F. Hostelley
	Name: David F. Hostelley Title: President, Chief Executive Officer, Chairman, and Director (Principal Executive Officer)

Date: March 30, 2011	By:	/s/ David F. Hostelley
	Name:	David F. Hostelley
	Title:	Chief Financial Officer
	and Secretary and Director (Principal Financial and Accounting Officer)

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