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, 2011

[  ]

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

For the transition period from ____ to ____

Commission File No. 333-144226

ARTVENTIVE MEDICAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada

26-0148468

(State or other jurisdiction

(IRS Employer

of incorporation or organization)

Identification No.)

2766 Gateway Road, Carlsbad, California  92009

(Address of principal executive offices)

(760) 471-7700

(Registrant’s telephone number)

Indicate by check mark whether the registrant (1) has 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  

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.

Large accelerated filer

[  ]

Accelerated filer

[  ]

Non-accelerated filer

[  ]

Smaller reporting company

[ X ]

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:

As of November 8, 2011 there were 49,040,231 shares of the Company’s common stock issued and outstanding.

PART I – FINANCIAL INFORMATION

Item 1.  Financial Statements.

ArtVentive Medical Group, Inc.

Financial Statements (Unaudited)

For the Period from January 23, 2007 (Inception) to September 30, 2011

Balance Sheets as of September 30, 2011 (unaudited) and December 31, 2010

Statement 1

Statements of Operations and Comprehensive Loss (unaudited) for the three and nine month periods

ended September 30, 2011 and September 30, 2010;

and the period from January 23, 2007 (Inception) through September 30, 2011

Statement 2

Statements of Cash Flows (unaudited) for the nine month periods ended September 30, 2011

and September 30, 2010;

and for the period from January 23, 2007 (Inception) to September 30, 2011

Statement 3

Notes to Financial Statements (unaudited)

Statement 1

ArtVentive Medical Group, Inc.

A Development Stage Company

Balance Sheets

September 30, 2011 and December 31, 2010

(See accompanying notes)

Statement 2

ArtVentive Medical Group Inc.

A Development Stage Company

Statements of Operations and Comprehensive Loss (Unaudited)

For the Three and Nine Months Ended September 30, 2011 and September 30, 2010; and for the Period from January 23, 2007 (Inception) to September 30, 2011

Statement 3

ArtVentive Medical Group, Inc.

A Development Stage Company

Statements of Cash Flows (Unaudited)

For the Nine Months Ended September 30, 2011 and September 30, 2010; and for the Period from January 23, 2007 (Inception) to September 30, 2011

(See accompanying notes)

ArtVentive Medical Group, Inc.

A Development Stage Company

Notes to Financial Statements (Unaudited)

September 30, 2011

1.

BASIS OF FINANCIAL STATEMENT PRESENTATION

The accompanying unaudited condensed financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations.  The information furnished in the interim condensed financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements.  Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim condensed financial statements be read in conjunction with the Company's audited financial statements and notes thereto included in its Form 10-K filed on March 31, 2010.  Operating results for the nine months ended September 30, 2011 are not necessarily indicative of the results to be expected for the fiscal year ended December 31, 2011.

2.

ORGANIZATION

The Company was originally incorporated under the name of Big Bear Resources Inc., a USA Company registered in the State of Nevada on January 23, 2007.   The Company changed its name to Uranium Plus Resources Inc. on March 21, 2008.  Following the acquisition of the business of ArtVentive Inc. the Company changed its name on January 26, 2010, from Uranium Plus Resources Inc. to ArtVentive Medical Group, Inc.  

The Company is a medical device corporation, focused on developing, manufacturing and marketing a family of Endoluminal Occlusion Devices (EOS).  Through its innovative, proprietary technology the Company has developed unique minimally invasive occlusion devices and procedures, bringing the current interventional, image guided techniques to a new level of sophistication, potentially resolving significant and unaddressed health issues. The EOS device being developed by the Company targets a substantive market demand in several major clinical areas, including women's health, peripheral and neurological vascular disorders, and interventional cardiology procedures.

To date, the Company’s activities have been limited to its formation, research and development of EOS, intellectual property continuous development and patent filing, generation of regulatory strategy for initial clinical indications for FDA and European submissions and approval, corporate operations and the raising of equity capital.

3.

SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES

The preparation of the Company’s 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 and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates.  The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates,

ArtVentive Medical Group, Inc.

A Development Stage Company

Notes to Financial Statements (Unaudited)

September 30, 2011

assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.

FOREIGN CURRENCY TRANSLATIONS

The Company’s functional and reporting currency is the US dollar.  All transactions initiated in other currencies are translated into US dollars using the exchange rate prevailing on the date of transaction.  Monetary assets and liabilities denominated in foreign currencies are translated into the US dollar at the rate of exchange in effect at the balance sheet date.  Unrealized exchange gains and losses arising from such transactions are deferred until realization and are included as a separate component of stockholders’ equity (deficit) as a component of other comprehensive income or loss. Upon realization, the amount deferred is recognized in income in the period when it is realized.

The Company recorded substantially no unrealized foreign currency translation gains or losses, totaling $0 for the period from January 23, 2007 (Inception) to September 30, 2011, in accumulated other comprehensive income.

Cash and cash equivalents consist of funds on deposit with banks.  The Company has no cash equivalents.  The Company had funds on deposit of $111,194 as at September 30, 2011.

4.

CONVERTIBLE NOTE PAYABLE

The Company borrowed $150,000 pursuant to an agreement dated April 29, 2008.  The loan was payable on demand by the Lender.  The Lender had the option to convert the loan into common shares of the Company at a rate of 1 common share for each $1 borrowed (150,000 common shares).

In the event that repayment was demanded and the Company defaulted, interest at a rate of 8% per annum would have been charged from the date of demand.

All funds were in US dollars.  The note was converted into 166,666 shares at a deemed value per share of $.90 effective February 22, 2010.

5.

SHARE CAPITAL

Effective April 22, 2008, the Company forward-split its issued capital stock on a ratio of 5.8 shares for each prior share.  As a result of this transaction, 11,078,000 shares were issued. Effective February 12, 2010, the Company forward-split its issued capital stock on a ratio of 1.65 shares for each old share. As a result of this transaction 8,442,200 shares were issued. Effective February 19, 2010, 3,767,051 shares were issued in a private placement.  Consideration for the issue of additional shares has been charged against additional paid in capital.  The forward stock splits adjustments have been reflected retroactively.

Effective April 16, 2010 the Board of Directors of the Company authorized issuance of 20,000 shares to the members of its Scientific Board at a deemed value per share of $.90.

Effective February 1, 2011 and March 1, 2011, respectively, 555,556 shares were issued in a private placement. Proceeds of $500,000 were received for issuance of these shares.

Effective April 1, 2011, April 12, 2011, June 2, 2011 and June 30, 2011, respectively, 1,222,222 shares were issued in private placement.  Proceeds of $1,100,000 were received for issuance of these shares.

Effective June 2, 2011 the Board of Directors of the Company granted 15,000 non-statutory stock options to company advisors at an exercise price of $.90 per share with the vesting date of June 2, 2014 and an expiration date of June 1, 2016. During the period that the options were issued, the Company had

ArtVentive Medical Group, Inc.

A Development Stage Company

Notes to Financial Statements (Unaudited)

September 30, 2011

no trading activity in its common stock.  However, the majority shareholders sold in private transactions, shares at $.90 per share.  In order to value the Company’s options, management has chosen to use the minimum value method, even though the Company is a public company, as it is of the opinion the use of such a method is necessary to prevent the financial statements from being materially misleading.

Effective June 2, 2011 the Board of Directors of the Company authorized issuance of 3,888 shares to its consultant at a deemed value of $.90 per share.

Effective August 20, 2011 and September 8, 2011 and October 3, 2011, respectively, 111,112 and 333,336 shares were issued in a private placement. Proceeds of $400,000 were received for issuance of these shares.  

6.

GOING CONCERN AND LIQUIDITY CONSIDERATIONS

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business.  As of September 30, 2011, the Company has a working capital deficit of $95,751 and an accumulated deficit of $3,321,160.

In response to these challenges, management intends to raise additional funds through public or private placement offerings.

The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

7.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Accounting Standards Update (“ASU”) ASU No. 2009-05 (ASC Topic 820), which amends Fair Value Measurements and Disclosures – Overall, ASU No. 2009-13 (ASC Topic 605), Multiple-Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985), Certain Revenue Arrangements that include Software Elements, and various other ASU’s No. 2009-2 through ASU No. 2011-09 which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued.  These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.

8.

PROVISION FOR INCOME TAXES

The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income, regardless of when reported for tax purposes.  Deferred taxes are provided in the financial statements under ASC Topic 740 to give effect to the resulting temporary differences which may arise from differences in the bases of fixed assets, depreciation methods, allowances, and start-up costs based on the income taxes expected to be payable in future years. Minimal exploration stage deferred tax assets arising as a result of net operating loss carry forwards have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods.  The Company adopted the provisions of ASC Topic 740 Accounting for Uncertainty in Income Taxes, on January 23, 2007 (inception date).  As a result of the implementation of ASC 740, the Company recognized no increase in the liability for unrecognized tax benefits.

Operating loss carry-forwards generated during the period of January 23, 2007(date of inception) through September 30, 2011 of approximately $3,320,000 will begin to expire in 2027.  Accordingly,

ArtVentive Medical Group Inc.

A Development Stage Company

Notes to Financial Statements (Unaudited)

September 30, 2011

deferred tax assets of approximately $1,376,000 related to net operating loss carry-forwards and $28,000 related to stock-based compensation were offset by the valuation allowance.  For the nine months ended September 30, 2011 and 2010 the allowance increased by approximately $875,000 and $190,000, respectively.

The Company has no tax positions at September 30, 2011 or December 31, 2010 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.  During the nine months ended September 30, 2011 the Company recognized no interest and penalties.  The Company had no accruals for interest and penalties at September 30, 2011 and December 31, 2010.

9.

CONTRACTUAL OBLIGATIONS

Effective February 27, 2010, the Company entered into employment agreements for a Chief Executive Officer (CEO) and Chairman of the Board.  The CEO agreement is for a five year term commencing March 1, 2010 at a base salary of $120,000 per annum. As of February 1, 2011 the base salary was amended to $170,000 per annum.  The agreement includes other employment benefits.  The Chairman is engaged under a consulting agreement with a base fee of $100,000 per annum. As of February 1, 2011 the agreement was amended to reflect a base fee of $180,000 per annum. On March 28, 2011 the Company entered into a consulting agreement with The Girard Group.  The maximum total fee is $130,000, of which 10% ($13,000) was paid upon execution of the agreement. The agreement was terminated upon mutual agreement as of June 4, 2011 upon payment of $23,400 and $20,000 on May 4, 2011 and June 6, 2011 respectively.

10.

PURCHASE AGREEMENT

On January 8, 2010, the Company entered into an asset purchase agreement with Artventive, Inc. a privately held company.  The Company purchased substantially all of the assets of Artventive, Inc. which consisted entirely of patents.  The patents were accounted for under SAB Topic 5G using the historical cost basis of zero.  The combination was accounted for under ASC 805 as a business combination.  Pro Forma financial information as if the combination had taken place as of the earliest period presented has not been included as it is not significant.

11.

SUBSEQUENT EVENTS           

Additional working capital in the amount of $200,000 was received on October 3, 2011 as proceeds for issuance of 222,225 in private placement. The Company evaluated all events or transactions that occurred after September 30, 2011 up through the date these financial statements were issued, and concluded there are no other events to disclose.

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

ArtVentive Medical Group, Inc. (“AVTD” or the “Company”), is a Nevada Corporation trading on the OTC-BB (symbol AVTD).  On March 21, 2008, the Company changed its name from Big Bear Resources Inc. to Uranium Plus Resource Corporation and subsequently, on January 26, 2010 the Company changed its name to ArtVentive Medical Group, Inc.

Prior to January 26, 2010, the Company had focused in the mining and exploration business in  Peru.  On January 9, 2010, the Company completed the acquisition of substantially all of the assets of ArtVentive Medical Inc., a California company.

The Company is concentrating on developing, manufacturing and marketing a family of Endoluminal Occlusion devices (EOS).  The Company, through its proprietary technology has developed minimally invasive occlusion devices and procedures, bringing the current interventional, image guided techniques to a new level of sophistication, resolving potentially significant and unaddressed health issues.  The EOS device is being developed by the Company to target market demand in several major clinical areas, including women's health, peripheral and neurological vascular disorders and interventional cardiology procedures.

The Company has contracted, and expects to continue contracting with specific American and European corporations and consulting groups to assist in the implementation of an ongoing strategic plan for the successful international launch, market development, commercialization and manufacturing of the Company’s products.  The Company has entered into an agreement with Chicago, Illinois based Medical Murray Inc., a leader in the field of medical device development and manufacturing.  Medical Murray Inc. is recognized as being ISO certified and FDA registered.

Also the Company has entered into an agreement with the Northwest Clinical Research Group, Inc. (NCRG), located in Seattle, Washington.  NCRG has played an intricate role in building the complex infrastructure and support necessary for outlining the regulatory and clinical strategy, in addition to providing a platform of quality controls parallel and synergistic to what Medical Murray is providing.  Their responsibility also extends to encompass communication with the FDA and the European Notified Body (FDA counterpart).

The Company has implemented its Quality Management System (QMS), based on the requirements of, and is intended to comply with, the following regulations and international standards:

·

US FDA Quality System Regulation, 21 CFR 820

·

EU Medical Device Directive (MDD), EEC 93/42

·

Canada Medical Devices Regulations (CMDR), SOR/98-282

·

ISO 13485:2003 Medical Devices – Quality Management Systems - Requirements Regulatory Purposes

Document Control System and Design History File for the EOS project are in a continuous process of implementation.  The highly secured system utilizes Egnyte software and is hosted on the Northwest Clinical Research Group’s server.

Following the successful completion of the ArtVentive Medical Group Inc. “Concept design Phase” of the Endoluminal Occlusion System (EOS) in January 2011, the Company moved forward in executing the second Phase of its planned EOS development, “the Regulatory Phase”.   This critical Phase required significant capital increases in research and development, prototyping, testing and documentation for meeting quality standards including, but not limited to, regulatory submissions in preparation for the Company’s projected timeline for commercialization in Europe.   This Regulatory Phase is critical to the EOS device submission for European Regulatory approval (CE Mark) and subsequent commercialization.  During this Phase of development the Company manufactured in excess of seven hundred and fifty devices required to meet international standards and guidelines, bench testing, regulatory animal studies, clinical (First in Man) studies, and all other aspects necessary to confirm the device’s safety and high standard of production quality.

Following the conclusion of the Company’s successful animal studies, the management carried out its First in Man clinical study in Paraguay during June and July, 2011 using the ArtVentive EOS peripheral device.  The study achieved 100% clinical and procedural success.

In preparation for the Company’s launch into the European markets, management participated in on-going meetings throughout Europe in preparation for all aspects of its European launch. To this end the Company designed and constructed a corporate booth for industry shows and conferences in addition to generating marketing materials including targeted industry literature, brochures, educational and medical videos.

Management participated in the EuroMedTech Conference in Turin, Italy and debuted the EOS peripheral device at the Cardiovascular and Interventional Radiological Conference (CIRSE) in Munich, Germany which was attended by more than 6,000 international delegates. In addition management continued its directive in preparing a solid foundation from which to launch into the European markets by working with clinics, physicians, international distributors and potential partners alike.

For the nine months ended September 30, 2011, the Company incurred continuing selling, general and administrative costs of $463,740 and research and development costs of $1,577,298.  Costs for the same period in 2010 were $229,584 and $464,688, respectively.  

Item 3. Quantitative and Qualitative Disclosure about Market Risk

Not required by smaller reporting companies.

Item 4.  Controls and Procedures

As of the end of the period covered by this report, AVTD carried out an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined by Rule 13-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) under the supervision and with the participation of ArtVentive Medical Group’s President and Principal Financial Officer.  Based on and as of the date of such

evaluation, the aforementioned officers have concluded that ArtVentive Group’s disclosure controls and procedures were not effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports that we file or submit under the Exchange Act.

There were no significant changes in AVTD’s internal controls or in other factors that could significantly affect these controls during the third quarter ended September 30, 2011.  There were no significant deficiencies or material weaknesses, and therefore there were no corrective actions taken.  It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met.  In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events.  Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

PART II – INFORMATION

Item 1.  Legal Proceedings

None

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

Item 3.  Defaults Upon Senior Securities

None

Item 4.  (Removed and Reserved)

Item 5.  Other Information

None

Item 6.  Exhibits

*  XBRL Information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended and otherwise is not subject to liability under these sections.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ARTVENTIVE MEDICAL GROUP, INC.

November 8, 2011

/s/ Leon Rudakov________________________________                 

Dr. Leon Rudakov

President

/s/ H. James Graham____________________________

H. James Graham

Chief Executive Officer