AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON August 28
2007
REGISTRATION
NO. ______________
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
SB-2
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Cardio
Vascular Medical Device Corp.
(Exact
Name Of Registrant As Specified In Its Charter)
Delaware
|
3841
|
98-0534701
|
(State
or other jurisdiction of
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Primary
Standard Industrial
|
IRS
Employee
|
incorporation
or organization
|
Classification
Code
|
Identification
No.
|
c/o
Benny
Gaber
12
Shaar
Hagai Street
Haifa
Israel , 34554
972-544-982397
(Address
and telephone number of Registrant's principal executive offices)
c/o
Benny
Gaber
12
Shaar
Hagai Street
Haifa
Israel , 34554
972-544-982397
(Address
of principal place of business or intended principal place of
business)
Cardio
Vascular Medical Device Corp.
c/o
Benny
Gaber
12
Shaar
Hagai Street
Haifa
Israel , 34554
972-544-982397
(Name,
address, and telephone number of agent for service)
Copies
to:
David
Lubin, Esq.
David
Lubin & Associates, PLLC
26
East
Hawthorne Avenue
Valley
Stream, NY 11580
Phone:
(516) 887-8200
Fax:
(516) 887-8250
Approximate
date of commencement of proposed sale to the public: From time to time after
the
effective date of this registration statement.
If
any of
the securities being registered on this form are to be offered on a delayed
or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box.
o
If
this
Form is filed to register additional securities for an offering pursuant to
Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.
o
If
this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier of the effective registration statement for
the
offering.
o
If
this
Form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering.
o
If
delivery of the prospectus is expected to be made pursuant to Rule 434, please
check the following box.
o
CALCULATION
OF REGISTRATION FEE
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Title
of Each Class of Securities to be Registered
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Amount to be Registered
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Proposed
Maximum Offering Price Per Security(1)
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Proposed
Maximum Aggregate Offering Price
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Amount
of Registration Fee
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|
|
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Shares
of common stock,
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$.0001
par value
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3,500,000
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$
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.03
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$
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105,000
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$
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3.22
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Total
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3,500,000
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$
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.03
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$
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105,000
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$
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3.22
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(1)
There
is no current market for the securities. Solely for the purpose of calculating
the registration fee pursuant to Rule 457(c) to the Securities Act of 1933,
the
registrant has valued the common stock, in good faith and for purposes of the
registration fee, based on $0.03 per share. In the event of a stock split,
stock
dividend or similar transaction involving our common stock, the number of shares
registered shall automatically be increased to cover the additional shares
of
common stock issuable pursuant to Rule 416 under the Securities Act of 1933,
as
amended.
The
registrant hereby amends this registration statement on such date or dates
as
may be necessary to delay its effective date until the registrant shall file
a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
THE
INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND IS SUBJECT TO COMPLETION
AND
MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING
AN
OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.
Cardio
Vascular Medical Device Corp.
Up
to a Maximum of 3,500,000 Shares of Common Stock at $0.03 Per
Share
We
are
offering for sale a maximum of 3,500,000 shares of our common stock in a
self-underwritten offering directly to the public at a price of $.03 per share.
There is no minimum amount of shares that we must sell in our direct offering,
and therefore no minimum amount of proceeds will be raised. No arrangements
have
been made to place funds into escrow or any similar account. Upon receipt,
offering proceeds will be deposited into our operating account and used to
conduct our business and operations. We are offering the shares without any
underwriting discounts or commissions. The purchase price is $.03 per share.
If
all 3,500,000 shares are not sold within 180 days from the date hereof, (which
may be extended an additional 90 days in our sole discretion), the offering
for
the balance of the shares will terminate and no further shares will be sold.
If
all of the shares offered by us are purchased, the gross proceeds to us will
be
$105,000. This is our initial public offering and no public market currently
exists for shares of our common stock.
We
intend
for our common stock to be sold by our officers and directors. Such persons
will
not be paid any commissions for such sales.
We
will
pay all expenses incurred in this offering. The offering will terminate 180
days
after this registration statement is declared effective by the Securities and
Exchange Commission. However, we may extend the offering for up to 90 days
following the 180 day offering period.
Our
common stock is presently not traded on any public market or securities
exchange, and we have not applied for listing or quotation on any public
market.
The
securities offered in this prospectus involve a high degree of risk.
YOU
SHOULD CAREFULLY CONSIDER THE FACTORS DESCRIBED UNDER THE HEADING "RISK FACTORS"
BEGINNING ON PAGE 5.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION
HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS
IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The
information in this prospectus is not complete and may be changed. This
prospectus is included in the registration statement that was filed by us with
the Securities and Exchange Commission. We may not sell these securities until
the registration statement becomes effective. This prospectus is not an offer
to
sell these securities and is not soliciting an offer to buy these securities
in
any state where the offer or sale is not permitted.
The
date
of this prospectus is August 28 , 2007
TABLE
OF
CONTENTS
PROSPECTUS
SUMMARY
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4
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OUR
COMPANY
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4
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OUR
DIRECT PUBLIC OFFERING
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4
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THE
OFFERING
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5
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SELECTED
SUMMARY FINANCIAL DATA
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5
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BALANCE
SHEET
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6
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RISK
FACTORS
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6
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RISKS
RELATING TO OUR COMPANY
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6
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RISKS
RELATING TO OUR COMMON STOCK
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10
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USE
OF PROCEEDS
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11
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PERCENT
OF NET PROCEEDS RECEIVED (1)
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11
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DETERMINATION
OF OFFERING PRICE
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12
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DILUTION
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12
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SECURITY
HOLDERS
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OUR
BUSINESS
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13
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GENERAL
DEVELOPMENT
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13
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BUSINESS
SUMMARY AND BACKGROUND
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14
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THIRD-PARTY
MANUFACTURERS
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14
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INTELLECTUAL
PROPERTY
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14
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COMPETITION
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14
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EMPLOYEES
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14
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TRANSFER
AGENT
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15
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RESEARCH
AND DEVELOPMENT
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15
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DESCRIPTION
OF PROPERTY
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15
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MANAGEMENT'S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
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15
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PLAN
OF OPERATION
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15
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GENERAL
WORKING CAPITAL
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16
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OTHER
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16
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RECENTLY
ISSUED ACCOUNTING PRONOUNCEMENTS
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16
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OFF-BALANCE
SHEET ARRANGEMENTS
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17
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INFLATION
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17
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MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
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17
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MARKET
INFORMATION
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17
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DIVIDEND
POLICY
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17
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DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS
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18
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DIRECTORS
AND EXECUTIVE OFFICERS
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18
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AUDIT
COMMITTEE AND EXPERT
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18
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CODE
OF ETHICS
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19
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POTENTIAL
CONFLICTS OF INTEREST
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INVOLVEMENT
IN CERTAIN LEGAL PROCEEDINGS
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EXECUTIVE
COMPENSATION
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SUMMARY
COMPENSATION
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OUTSTANDING
EQUITY AWARDS
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COMPENSATION
OF DIRECTORS
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CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS.
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DIRECTOR
INDEPENDENCE
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20
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SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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20
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LEGAL
PROCEEDINGS
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21
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DESCRIPTION
OF SECURITIES
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OUR
COMMON STOCK
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OUR
PREFERRED STOCK
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PLAN
OF DISTRIBUTION
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OFFERING
PERIOD AND EXPIRATION DATE
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22
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PROCEDURES
FOR SUBSCRIBING
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RIGHT
TO REJECT SUBSCRIPTIONS
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23
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UNDERWRITERS
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REGULATION
M
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SECTION
15(G) OF THE EXCHANGE ACT
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CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
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24
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INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
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LEGAL
MATTERS
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EXPERTS
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INTEREST
OF NAMED EXPERTS AND COUNSEL
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AVAILABLE
INFORMATION
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25
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PART
II
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27
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27
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SIGNATURES
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30
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As
used
in this prospectus, references to the "Company," "we," "our," or "us" refer
to
Cardio Vascular Medical Device Corp., unless the context otherwise
indicates.
A
Cautionary Note on Forward-Looking Statements
This
prospectus contains forward-looking statements which relate to future events
or
our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as “may”, “should”, “expects”,
“plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential,” or
“continue” or the negative of these terms or other comparable terminology. These
statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the risks in the section entitled
“Risk Factors,” that may cause our or our industry’s actual results, levels of
activity, performance, or achievements to be materially different from any
future results, levels of activity, performance, or achievements expressed
or
implied by these forward-looking statements.
While
these forward-looking statements, and any assumptions upon which they are based,
are made in good faith and reflect our current judgment regarding the direction
of our business, actual results will almost always vary, sometimes materially,
from any estimates, predictions, projections, assumptions or other future
performance suggested herein. Except as required by applicable law, including
the securities laws of the United States, we do not intend to update any of
the
forward-looking statements to conform these statements to actual results.
PROSPECTUS
SUMMARY
The
following summary highlights selected material information contained in this
prospectus. This summary does not contain all the information you should
consider before investing in the securities. Before making an investment
decision, you should read the entire prospectus carefully, including the "Risk
Factors" section, the financial statements, and the notes to the financial
statements.
OUR
COMPANY
We
are a
development stage company and have acquired a patent for a maneuverable-coiled
guidewire to solve existing problems in stenting procedures and to advance
the
technology related to guidewire usage (Patent Number: 7,141,024) in exchange
for
future royalties to be paid at 0.5% to Benny Gaber, a Director and stockholder
of the Company. We do not yet have a valide prototype, but intend to create
one
and then work to develop and manufacture the product and / or license the
manufacturing and / or the related selling rights.
We
were
organized on April 12, 2007, and incorporated in Delaware on April 26, 2007.
Our
principal offices are located at 12 Shaar Hagi Street , Haifa , Israel 34554.
Our telephone number is 972-544-982397. Our registered office in Delaware is
located at 113 Barksdale Professional Center, Newark, DE 19711 and our
registered agent is Delaware Intercorp. All references to "we," "us," "our,"
or
similar terms used in this prospectus refer to
Cardio
Vascular Medical Device
Corporation.
Our
auditors have issued an audit opinion which includes a statement describing
our
going concern status. Our financial status creates substantial doubt whether
we
will continue as a going concern. Investors should note, we have not generated
any revenues to date, we do not yet have any products available for sale, and
we
do not have a valid working prototype of our proposed product.
OUR
DIRECT PUBLIC OFFERING
We
are
offering for sale up to a maximum of 3,500,000 shares of our common stock
directly to the public. There is no underwriter involved in this offering.
We
are offering the shares without any underwriting discounts or commissions.
The
purchase price is $.03 per share. If all of the shares offered by us are
purchased, the proceeds before deducting expenses of the offering will be up
to
$105,000. The expenses associated with this offering are estimated to be
$20,003, or approximately 19.05% of the gross proceeds of $105,000 if all the
shares offered by us are purchased. If all the shares offered by us are not
purchased, then accordingly, the percentage of offering expenses to gross
proceeds will be higher, and lower amount of proceeds will be realized from
this
offering. If we are unsuccessful in raising sufficient gross proceeds from
this
offering, then it is possible that our offering expenses may exceed our gross
proceeds.
This
is our initial public offering and no public market currently exists for shares
of our common stock. We can offer no assurance that an active trading market
will ever develop for our common stock.
The
offering will terminate six months after this registration statement is declared
effective by the Securities and Exchange Commission. However, we may extend
the
offering for up to 90 days following the six-month offering period.
THE
OFFERING
Total
shares of common stock outstanding prior to the offering
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10,000,000
shares
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Shares
of common stock
being
offered by us
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3,500,000
shares
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Total
shares of common
stock
outstanding
after
the offering
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13,500,000
shares
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Gross
proceeds:
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Gross
proceeds from the sale of up to 3,500,000 shares of our common stock
will
be $105,000. Use of proceeds from the sale of our shares will be
used as
general operating capital to allow us to develop a valid prototype
of the
device and attempt to bring our product to market.
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Risk
Factors
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There
are substantial risk factors involved in investing in our company.
For a
discussion of certain factors you should consider before buying shares
of
our common stock, see the section entitled "Risk
Factors".
|
This
is a
self-underwritten public offering, with no minimum purchase requirement. Shares
will be offered on a best efforts basis and we do not intend to use an
underwriter for this offering. We do not have an arrangement to place the
proceeds from this offering in an escrow, trust, or similar account. Any funds
raised from the offering will be immediately available to us for our immediate
use.
This
table summarizes our operating data and balance sheet data as of the period
indicated. You should read this summary financial data in conjunction with
the
"Plan of Operations" and our financial statements and notes thereto included
elsewhere in this prospectus.
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FOR
THE PERIOD FROM
APRIL
26, 2007
(date
of inception )
THROUGH
JUNE 30, 2007
(Audited)
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STATEMENT
OF OPERATIONS:
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$
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0
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Total
Operating Expenses
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$
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9,411
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Net
(Loss)
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$
|
(9,411
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)
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AS
OF
JUNE
30, 2007
(Audited)
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BALANCE
SHEET:
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|
|
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Cash
in bank
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$
|
0
|
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|
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Total
Current Assets
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$
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0
|
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Total
Assets
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$
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24,979
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Total
Current Liabilities
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$
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29,390
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Total
Long Term Debt
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$
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5,000
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|
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Total
Liabilities
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$
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34,390
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Total
Stockholders' (Deficit)
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$
|
(9,411
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)
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|
|
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Total
Liabilities and Stockholders' (Deficit)
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$
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24,979
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RISK
FACTORS
This
investment has a high degree of risk. Before you invest you should carefully
consider the risks and uncertainties described below and the other information
in this prospectus. If any of the following risks actually occur, our business,
operating results and financial condition could be harmed and the value of
our
stock could go down. This means you could lose all or a part of your
investment.
RISKS
RELATING TO OUR COMPANY
1.
|
We
are a development stage company with no operating history and may
never be
able to carry out our business plan or achieve any revenues or
profitability; at this stage of our business, even with our good
faith
efforts, potential investors have a high probability of losing their
entire investment.
|
We
are
subject to all of the risks inherent in the establishment of a new business
enterprise. We were incorporated on April 26, 2007, for the purpose of engaging
in the development, manufacture, and sale of a maneuverable-coiled guidewire.
Our operations to date have been focused on organizational, start-up, and
fund-raising activities. We have not generated any revenues nor have we realized
a profit from our operations to date and there is little likelihood that we
will
generate any revenues or realize any profits in the short term. Any
profitability in the future from our business will be dependent upon the
successful development of a valid prototype of our maneuverable-coiled
guidewire, which itself is subject to numerous risk factors as set forth herein.
We may not be able to successfully carry out our business. There can be no
assurance that we will ever achieve any revenues or profitability. Accordingly,
our prospects must be considered in light of the risks, expenses, and
difficulties frequently encountered in establishing a new business in the
electrical component industry, and our Company is a highly speculative venture
involving significant financial risk.
2.
|
We
expect to incur operating losses in the next twelve months because
we have
no plan to generate revenue unless and until we successfully develop
a
valid prototype of our maneuverable-coiled guidewire.
|
We
have
never generated revenues. We intend to engage in the manufacture and
distribution of a new and improved maneuverable-coiled guidewire. We own the
technology and patent for a new and improved maneuverable-coiled guidewire.
However, our maneuverable-coiled guidewire is not available for sale. We intend
to develop a valid workable prototype,
which
can
then be used to develop and manufacture the actual product. We will rely on
third parties to develop any valid workable prototypes and to work with us
to
manufacture the product. We expect to incur operating losses over the next
twelve months because we have no plan to generate revenue unless and until
we
are successful in developing a valid workable prototype of our
maneuverable-coiled guidewire. We cannot guarantee that we will ever be
successful in developing the valid workable prototype or in generating revenues
in the future. We recognize that if we are unable to generate revenues, we
will
not be able to earn profits or continue operations. We can provide investors
with no assurance that we will generate any operating revenues or ever achieve
profitable operations.
3.
|
If
we are unable to obtain funding for development of a valid prototype,
we
will have to delay development of our valid prototype or go out of
business, which will result in the loss of your
investment.
|
We
need
to develop a valid workable prototype for our maneuverable-coiled guidewire.
As
such, if we are unable to raise at least $42,000, we will not have the funds
necessary to engage a manufacturing company to work with us to develop a valid
prototype. If we are able to raise only $42,000, we believe we will have funds
available to develop a valid working prototype of our device, but we believe
we
will need an additional $63,000 in order to further bring the product to market
on a full scale basis. Since there are no refunds on the shares sold in this
offering, if any, you may be investing in a company that will not have the
funds
necessary to commence its operations.
4.
|
We
do not have sufficient cash to fund our operating expenses for the
next
twelve months, and we will require additional funds through the sale
of
our common stock, which requires favorable market conditions and
interest
in our activities by investors. We may not be able to sell our common
stock and funding may not be available for continued
operations.
|
There
is
not enough cash on hand to fund administrative expenses or our proposed research
and development program for the next twelve months. In addition, we will require
substantial additional capital upon the development of a valid workable
prototype for our maneuverable-coiled guidewire in order to market, arrange
for
the manufacturing of, and sell such product. Because we do not expect to have
any cash flow from operations, we will need to raise additional capital, which
may be in the form of loans from current stockholders and/or from public and
private equity offerings. Our ability to access capital will depend on our
success in implementing our business plans. It will also be dependent upon
the
status of the capital markets at the time such capital is sought. Should
sufficient capital not be available, the development of our business plan could
be delayed and, accordingly, the implementation of our business strategy would
be adversely affected. If we are unable to raise additional funds in the future,
we may have to cease all substantive operations. In such event it would not
be
likely that investors would obtain a profitable return on their investment
or a
return of their investment at all.
5.
|
Our
auditors have expressed substantial doubt about our ability to continue
as
a going concern, and if we do not raise at least $42,000 from our
offering, we may have to suspend or cease operations within twelve
months.
|
Our
audited financial statements for the period from April 26, 2007 through June
30,
2007, were prepared using the assumption that we will continue our operations
as
a going concern. We were incorporated on April 26, 2007 and do not have a
history of earnings. As a result, our independent accountants in their audit
report have expressed substantial doubt about our ability to continue as a
going
concern. Continued operations are dependent on our ability to complete equity
or
debt formation activities or to generate profitable operations. Such capital
formation activities may not be available or may not be available on reasonable
terms. Our financial statements do not include any adjustments that may result
from the outcome of this uncertainty. We believe that if we do not raise at
least $42,000 from our offering, we may have to suspend or cease operations
within twelve months.
Therefore,
we may be unable to continue operations in the future as a going concern. If
we
cannot continue as a viable entity, our shareholders may lose some or all of
their investment in the Company.
6.
|
We
have no track record that would provide a basis for assessing our
ability
to conduct successful business activities. We may not be successful
in
carrying out our business
objectives.
|
The
revenue and income potential of our proposed business and operations are
unproven as the lack of operating history makes it difficult to evaluate the
future prospects of our business. There is nothing at this time on which to
base
an assumption that our business operations will prove to be successful or that
we will ever be able to operate profitably. Accordingly, we have no track record
of successful business activities, strategic decision making by management,
fund-raising ability, and other factors that would allow an investor to assess
the likelihood that we will be successful in developing a valid workable
prototype of our product and thereafter making it available for sale. There
is a
substantial risk that we will not be successful in implementing our business
plan, or if initially successful, in thereafter generating any operating
revenues or in achieving profitable operations.
7.
|
Because
we are not making provisions for a refund to investors, you may lose
your
entire investment.
|
Even
though our business plan is based upon the complete subscription of the shares
offered through this offering, the offering makes no provisions for refund
to an
investor. We will utilize all amounts received from newly issued common stock
purchased through this offering even if the amount obtained through this
offering is not sufficient to enable us to go forward with our planned
operations. Any funds received from the sale of newly issued stock will be
placed into our corporate bank account. We do not intend to escrow any funds
received through this offering. Once funds are received as the result of a
completed sale of common stock being issued by us, those funds will be placed
into our corporate bank account and may be used at the discretion of
management.
8.
|
As
a development stage company, we may experience substantial cost overruns
in manufacturing and marketing our product, and we may not have sufficient
capital to successfully complete the development and marketing of
our
product
.
|
The
commercial success of any product is often dependent upon factors beyond the
control of the company attempting to market the product, including, but not
limited to, market acceptance of the product and whether or not third parties
promote the products through prominent marketing channels and / or other methods
of promotion. We may experience substantial cost overruns in manufacturing
and
marketing our product, and may not have sufficient capital to successfully
complete our project. We may not be able to manufacture or market our product
because of industry conditions, general economic conditions, and / or
competition from potential manufacturers and distributors.
9.
|
We
will rely upon a third-party manufacturer, which puts us at risk
for
supplier business
interruptions.
|
We
will
rely on third parties to develop a prototype and to work with us to manufacture
our product once we complete development . If our third-party manufacturer
fails
to perform, our ability to market our product and to generate revenue would
be
adversely affected. The third party manufacturers will need to have GMP ( Good
Manufacturing Practice ) and will also need to obtain FDA approval, grade (
501K) ( in conjunction with the Company ) in order to be able to manufacture
/
market the related product. The inability to receive FDA approval will have
an
adverse affect on the future business activities of the
Company.
10.
|
The
Commercial success of the Maneuverable Coiled Guidewire is dependent
on
acceptance by the Medical
Community.
|
The
commercial success of our product once approved for marketing by the FDA will
depend upon its acceptance by the medical community as clinically useful,
cost-effective and safe. While there are several companies in the guidewire
field, we are not aware of any company that has developed, manufactured and
or
marketed a device of a similar nature based on our technology.
Factors
that we believe could materially affect market acceptance of these products
include:
|
·
|
the
timing of the receipt of marketing approvals and the countries in
which
such approvals are obtained;
|
|
·
|
the
safety and efficacy of the product as compared to competitive
products;
|
|
·
|
the
relative convenience and ease of administration as compared to competitive
products;
|
|
·
|
the
strength of marketing distribution support;
and
|
|
·
|
the
cost-effectiveness of the product.
|
If
the
Medical Community does not ultimately accept our products as safe and effective
we may be unable to sell our products.
11.
|
Because
our officers have no experience in running a company that sells
maneuverable-coiled guidewires, they may not be able to successfully
operate such a business which could cause you to lose your
investment
.
|
We
are a
development stage company and we intend to manufacture, market, and sell a
maneuverable-coiled guidewire. Lavi Krasney and Benny Gaber, our current
directors and officers, have effective control over all decisions regarding
both
policy and operations of our Company with no oversight from other management.
Our success is contingent upon the ability of these individuals to make
appropriate business decisions in these areas. However, our directors and
officers have no experience in operating a company that sells
maneuverable-coiled guidewires. It is possible that this lack of relevant
operational experience could prevent us from becoming a profitable business
and
an investor from obtaining a return on his investment in us.
12.
|
Because
Benny Gaber and Lavi Krasney have other outside business activities
and
will only be devoting 10% of their time to our operations, our operations
may be sporadic which may result in periodic interruptions or suspensions
of our business
activities.
|
Our
directors and officers are only engaged in our business activities on a
part-time basis. This could cause the officers a conflict of interest between
the amount of time they devote to our business activities and the amount of
time
required to be devoted to their other activities. Lavi Krasney and Benny Gaber,
our current directors and officers, intend to only devote approximately 5 hours
per week to our business activities. Subsequent to the completion of this
offering, we intend to increase our business activities in terms of research,
development, marketing and sales. This increase in business activities may
require that our directors and officers engage in our business activities on
a
full-time basis.
13.
|
We
may be unable to attract and retain
personnel.
|
Our
success will depend on our ability to attract,
retain and motivate highly skilled motivated management and employees. It
also depends on our ability to locate and engage independent sales
representatives, distributors and contracts in the guidewire market. Our
inability to successfully engage sales representatives and distributors and
integrate them into our operation will materially and adversely affect our
business prospects, operating results and financial condition.
14.
|
Our
directors and officers own approximately 50% of the outstanding shares
of
our common stock, and other stockholders may be able to influence
control
of the company or decision making by management of the company.
|
Our
officers presently own 50% of our outstanding common stock. If all of the
3,500,000 shares of our common stock being offered hereby are sold, the shares
held by our directors and officers will constitute 37% of our outstanding common
stock.
15.
|
If
our intellectual property protection is inadequate, competitors may
gain
access to our technology and undermine our competitive
position.
|
We
regard
our current and future intellectual property as important to our success, and
rely on patent law to protect our proprietary rights. Despite our precautions,
unauthorized third parties may copy certain portions of our product or reverse
engineer or obtain and use information that we regard as proprietary. We have
been granted one patent in the United States and we may seek additional patents
in the future. We do not know if any future patent application will be issued
with the scope of the claims we seek, if at all, or whether any patents we
receive will be challenged or invalidated. In addition, the laws of some foreign
countries do not protect proprietary rights to the same extent as do the laws
of
the United States. Our means of protecting our proprietary rights in the United
States or abroad may not be adequate and competitors may independently develop
similar technology.
16.
|
We
may be subject to intellectual property litigation such as patent
infringement claims, which could adversely affect our
business.
|
Our
success will also depend in part on our ability to develop a commercially viable
product without infringing the proprietary rights of others. Although we have
not been subject to any filed infringement claims, other patents could exist
or
could be filed which would prohibit or limit our ability to develop and market
our maneuverable-coiled guidewire device in the future. In the event of an
intellectual property dispute, we may be forced to litigate. Intellectual
property litigation would divert management's attention from developing our
product and would force us to incur substantial costs regardless of whether
we
or not are successful. An adverse outcome could subject us to significant
liabilities to third parties, and force us to cease operations.
17.
|
You
will experience difficulties in attempting to enforce liabilities
based
upon U.S. federal securities laws against our non-U.S. resident directors
and officers.
|
Our
operations are in Israel. Our directors and executive officers are foreign
citizens and do not reside in the United States. It may be difficult for courts
in the United States to obtain jurisdiction over our foreign assets or persons
and as a result, it may be difficult or impossible for you to enforce judgments
rendered against us, them or our or their directors or executive officers in
United States courts. In addition, the courts in the country (Israel) where
we
are located may not permit lawsuits of the enforcement of judgments arising
out
of the United States and state securities or similar laws. Thus, should any
situation arise in the future in which you have a cause of action against these
persons or us, you are at greater risk in investing in our company rather than
a
domestic company because of greater potential difficulties in bringing lawsuits
or, if successful, in collecting judgments against these persons as opposed
to
domestic persons or entities.
18.
|
If
and when we sell our products, we may be liable for product liability
and
we presently do not maintain product liability
insurance.
|
We
have
no product liability insurance to protect against the risk that in the future
a
product liability claim or product recall could materially and adversely affect
our business. Inability to obtain sufficient insurance coverage at an acceptable
cost or otherwise to protect against potential product liability claims could
prevent or inhibit the commercialization of our product. If we are sued for
any
injury allegedly caused by our future products, our liability could exceed
our
total assets and our ability to pay the liability.
RISKS
RELATING TO OUR COMMON STOCK
19.
|
We
may, in the future, issue additional shares of our common stock which
would reduce investors percent of ownership and may dilute our share
value. We do not need shareholder approval to issue additional
shares.
|
Our
certificate of incorporation authorizes the issuance of 200,000,000 shares
of
common stock, par value $.0001 per share. The future issuance of all or part
of
our remaining authorized common stock may result in substantial dilution in
the
percentage of our common stock held by our then existing stockholders. We may
value any common stock issued in the future on an arbitrary basis. The issuance
of common stock for future services or acquisitions or other corporate actions
may have the effect of diluting the value of the shares held by our investors,
and might have an adverse effect on any trading market for our common
stock.
20.
|
Our
common stock is subject to the "penny stock" rules of the SEC and
the
trading market in our securities is limited, which makes transactions
in
our stock cumbersome and may reduce the value of an investment in
our
stock.
|
The
Securities and Exchange Commission has adopted Rule 15g-9 which establishes
the
definition of a "penny stock," for the purposes relevant to us, as any equity
security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions.
For
any transaction involving a penny stock, unless exempt, the rules require:
(i)
that a broker or dealer approve a person's account for transactions in penny
stocks; and (ii) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and quantity of the
penny stock to be purchased. In order to approve a person's account for
transactions in penny stocks, the broker or dealer must: (i) obtain financial
information and investment experience objectives of the person; and (ii) make
a
reasonable determination that the transactions in penny stocks are suitable
for
that person and the person has sufficient knowledge and experience in financial
matters to be capable of evaluating the risks of transactions in penny
stocks.
The
broker or dealer must also deliver, prior to any transaction in a penny stock,
a
disclosure schedule prescribed by the Security and Exchange Commission relating
to the penny stock market, which, in highlight form: (i) sets forth the basis
on
which the broker or dealer made the suitability determination; and (ii) that
the
broker or dealer received a signed, written agreement from the investor prior
to
the transaction.
Generally,
brokers may be less willing to execute transactions in securities subject to
the
"penny stock" rules. This may make it more difficult for investors to dispose
of
our common stock and cause a decline in the market value of our
stock.
Disclosure
also has to be made about the risks of investing in penny stocks in both public
offerings and in secondary trading and about the commissions payable to both
the
broker-dealer and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account
and
information on the limited market in penny stocks.
Because
we do not intend to pay any cash dividends on our shares of common stock, our
stockholders will not be able to receive a return on their shares unless they
sell them.
We
intend
to retain any future earnings to finance the development and expansion of our
business. We do not anticipate paying any cash dividends on our common stock
in
the foreseeable future. Unless we pay dividends, our stockholders will not
be
able to receive a return on their shares unless they sell them at a price higher
than that which they initially paid for such shares.
21.
|
The
offering price of our common stock could be higher than the market
value,
causing investors to sustain a loss of their
investment.
|
The
price
of our common stock in this offering has not been determined by any independent
financial evaluation, market mechanism or by our auditors, and is therefore,
to
a large extent, arbitrary. Our audit firm has not reviewed management's
valuation, and therefore expresses no opinion as to the fairness of the offering
price as determined by our management. As a result, the price of the common
stock in this offering may not reflect the value perceived by the market. There
can be no assurance that the shares offered hereby are worth the price for
which
they are offered and investors may therefore lose a portion or all of their
investment.
22.
|
There
is no established public market for our stock and a public market
may not
be obtained or be liquid and therefore investors may not be able
to sell
their shares.
|
There
is
no established public market for our common stock being offered under this
prospectus. While we intend to apply for quotation of our common stock on the
over-the-counter Bulletin Board system, we have not yet engaged a market maker
for the purposes of submitting such application, and there is no assurance
that
we will qualify for quotation on the OTC Bulletin Board. Therefore, purchasers
of our common stock in this offering may be unable to sell their shares on
any
public trading market or elsewhere.
The
net
proceeds to us from the sale of up to 3,500,000 shares offered at a public
offering price of $0.03 per share will vary depending upon the total number
of
shares sold. Regardless of the number of shares sold, we expect
to incur offering expenses estimated at approximately $20,000 for
legal, accounting, and other costs in connection with this offering. The table
below shows the intended net proceeds from this offering we expect to
receive for scenarios where we sell various amounts of the
shares. Since we are making this offering without any minimum requirement,
there is no guarantee that we will be successful at selling any of the
securities being offered in this prospectus. Accordingly, the
actual amount of proceeds we will raise in this offering, if any, may
differ.
PERCENT
OF NET PROCEEDS RECEIVED (1)
|
|
40%
|
|
70%
|
|
100%
|
|
Shares
Sold
|
|
|
1,400,000
|
|
|
2,450,000
|
|
|
3,500,000
|
|
Gross
Proceeds
|
|
$
|
42,000
|
|
$
|
73,500
|
|
$
|
105,000
|
|
Less
Offering expenses
|
|
$
|
(20,003
|
)
|
$
|
(20,003
|
)
|
$
|
(20,003
|
)
|
Net
Offering Proceeds
|
|
$
|
21,997
|
|
$
|
53,497
|
|
$
|
84,997
|
|
(1)
The
offering scenarios presented above are for illustrative purposes only and the
actual amounts of proceeds, if any, may differ.
The
Use
of proceeds set forth below in this illustrative example sets forth how we
intend to use the funds under the various percentages of amounts of the related
offering. All amounts listed below are estimates.
|
|
40%
|
|
70%
|
|
100%
|
|
Working
capital
|
|
$
|
1,997
|
|
$
|
13,497
|
|
$
|
24,997
|
|
Prototype
development costs
|
|
$
|
20,000
|
|
$
|
20,000
|
|
$
|
20,000
|
|
Sales
and marketing
|
|
$
|
-
|
|
$
|
20,000
|
|
$
|
40,000
|
|
Total
|
|
$
|
21,997
|
|
$
|
53,497
|
|
$
|
84,997
|
|
Our
offering expenses are comprised of legal and accounting expenses, SEC and EDGAR
filing fees, printing and transfer agent fees and any necessary state
registration fees. Our officers and directors will not receive any compensation
for their efforts in selling our shares.
We
intend
to use the proceeds of this offering in the manner and in order of priority
set
forth above. We do not intend to use the proceeds to acquire assets or finance
the acquisition of other businesses. At present, no material changes are
contemplated. Should there be any material changes in the projected use of
proceeds in connection with this offering, we will issue an amended prospectus
reflecting the new uses.
In
all
instances, after the effectiveness of this registration statement, the Company
will need some amount of working capital to maintain its general existence
and
comply with its public reporting obligations. In addition to changing
allocations because of the amount of proceeds received, we may change the uses
of proceeds because of required changes in our business plan. Investors should
understand that we have wide discretion over the use of proceeds. Therefore,
management decisions may not be in line with the initial objectives of investors
who will have little ability to influence these decisions.
DETERMINATION
OF OFFERING PRICE
Our
common stock is presently not traded on any market or securities exchange and
we
have not applied for listing or quotation on any public market. Our Company
will
be offering the shares of common stock being covered by this prospectus at
a
price of $0.03 per share. Such offering price does not have any relationship
to
any established criteria of value, such as book value or earnings per share.
Because we have no significant operating history and have not generated any
revenues to date, the price of our common stock is not based on past earnings,
nor is the price of our common stock indicative of the current market value
of
the assets owned by us. No valuation or appraisal has been prepared for our
business and potential business expansion.
The
offering price was determined arbitrarily based on a determination by the Board
of Directors of the price at which they believe investors would be willing
to
purchase the shares. Additional factors that were included in determining the
offering price are the lack of liquidity resulting from the fact that there
is
no present market for our stock and the high level of risk considering our
lack
of profitable operating history.
Purchasers
of our securities in this offering will experience immediate and substantial
dilution in the net tangible book value of their common stock from the initial
public offering price. The historical net tangible book value as of June
30,
2007, was $50,607 or $0.00 per share. Historical net tangible book value
per
share of common stock is equal to our total tangible assets less total
liabilities, divided by the number of shares of common stock outstanding
as of
June 30, 2007, as adjusted to give effect for the receipt of net proceeds
from
the sale of 3,500,000 shares of common stock for $0.03, which represents
net
proceeds after deducting estimated offering expenses of $20,003. This represents
an immediate increase of $0.01 per share to existing stockholders and an
immediate and substantial dilution of $0.03 per share, or 100%, to new investors
purchasing our securities in this offering. Dilution in pro forma net tangible
book value per share represents the difference between the amount per share
paid
by purchasers of shares of our common stock in this offering and the pro
forma
net tangible book value per share of our common stock immediately following
this
offering.
The
following table sets forth as of June 30, 2007, the number of shares
of common
stock purchased from us and the total consideration paid by our existing
stockholders and by new investors in this offering if new investors purchase
100% of the offering, before deducting offering expenses payable by us,
assuming
a purchase price in this offering of $0.03 per share of common
stock.
|
|
Shares
|
|
|
|
|
|
Number
|
|
Percent
|
|
Amount
|
|
Existing
Stockholders
|
|
|
10,000,000
|
|
|
74
|
%
|
$
|
1,000
|
|
New
Investors
|
|
|
3,500,000
|
|
|
26
|
%
|
$
|
105,000
|
|
Total
|
|
|
13,500,000
|
|
|
100
|
%
|
$
|
106,000
|
|
OUR
BUSINESS
GENERAL
DEVELOPMENT
We
were
incorporated in Delaware on April 12, 2007. We intend to engage in the
manufacture 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.
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 ½% 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 Mr. Benny Gaber [Provide us with a copy of this agreement],
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.
Our
principal offices are located at c/o Benny Gaber, 12 Shaar Hagai Street, Haifa
Israel , 34554. Our telephone number is 972-544-982397
BUSINESS
SUMMARY AND BACKGROUND
The
invention is characterized by a maneuverable coiled guidewire. This guidewire
is
unique, easy to use, and intended for use in all PTCA procedures. Its unique
design will enable the neurosurgeon to save time and reach the desired lesion
in
the heart and even the brain arteries. The maneuverable coiled guidewire is
based on the “Buckling” theory in which the tip is bent according to the force
applied to it. It is made of a super elastic NiTi (nickel titanium) PTFE
(Teflon) coated coil and a 0.15mm wire disposed in it. This wire is attached
to
the soft tip. The distal end of the coil is treated in such a way that when
the
inner wire is pulled the distal tip buckles and bends accordingly. The coated
coiled spring includes the wire which is attached to both ends of the spring.
The coils near the tip are spread apart. One side is filled with a coating
plastic material which allows the tip of the coil springs to bend into the
unfilled direction. Spreading apart all sides of the spring coils, in the
proximal end, by the handle, pushes the wire back causing it to pull the
tip.
The
Company intends to develop a valid working prototype, which can then be used
to
develop and manufacture the actual 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
Helsinky Committee) to start conducting trials in medical clinics and / or
hospitals. Based on the results of these trials the Company in conjuction with
the third party manufacturers will apply for FDA aaproval ( 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
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 and / or with a guidewire. The total number of guidewires in use today
worldwide is estimated over 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
EMPLOYEES
Other
than our current directors and officers, Benny Gaber and Lavi Krasney, 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.
TRANSFER
AGENT
We
have
engaged Nevada Agency and Trust as our stock transfer agent. Nevada Agency
and
Trust is located at 50 West Liberty Street, Reno, Nevada 89501.
RESEARCH
AND DEVELOPMENT
We
are
not currently conducting any research and development activities. If we are
able
to raise funds in this offering, we will retain one or more third parties to
conduct research concerning our maneuverable-coiled guidewire device and to
develop a prototype model. We have not yet entered into any agreements,
negotiations, or discussions with any third parties with respect to such
research and development activities. We do not intend to do so until we commence
this offering.
Our
Principal executive offices are located at c/o Benny Gaber, 12 Shaar Hagai
Haifa
Israel 34554. This location is the home of the CEO, director 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.
MANAGEMENT'S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
You
should read the following plan of operation together with our audited financial
statements and related notes appearing elsewhere in this prospectus. 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 prospectus.
PLAN
OF OPERATION
We
are a
development stage company and currently own the technology and a patent for
a
maneuverable-coiled guidewire. The purpose of this product is to solve existing
problems and introduce a new standard in stenting procedures. The present
invention includes a coated coiled spring with a wire. The coils near the tip
are spread apart. One side is filled with a coating plastic material that allows
the tip of the coil springs, when pulled, to bend into the unfilled direction.
Spreading apart the spring coils in the proximal end, by the handle, pushes
the
wire back causing it to pull the tip. The device will bring several key
advantages to the market including providing a new and improved guidewire device
that reaches the site efficiently and allows easy catheter
transport.
Although
we have not yet engaged a manufacturer to develop a prototype of the
maneuverable-coiled guidewire, based on our preliminary discussions with certain
manufacturing vendors, we believe that it will take approximately four to five
months to construct a basic valid prototype of our product. If and when we
have
a viable prototype, depending on the availability of funds, we estimate that
we
would need approximately an additional four to six months to bring this product
to market. Our objective would be to either market the product as an
off-the-shelf device and/or to license the product to technology to hardware
or
software manufacturers and have them include it with their equipment or
applications.
If
less
than $42,000 is raised from this offering, we will attempt to raise additional
capital through the private sale of our equity securities or borrowings from
third party lenders. We have no commitments or arrangements from any person
to
provide us with any additional capital. If additional financing is not available
when needed, we may need to dramatically change our business plan, sell the
Company or cease operations. We do not have any plans, arrangements, or
agreements to sell or merge our Company.
Our
auditors have issued an opinion on our financial statements which includes
a
statement describing our going concern status. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated any revenues and no revenues are anticipated
until
we begin marketing the product. Accordingly, we must raise capital from sources
other than the actual sale of the product. We must raise capital to implement
our project and stay in business. Even if we raise the maximum amount of money
in this offering, we do not know how long the money will last, however, we
do
believe it will last at least twelve months.
GENERAL
WORKING CAPITAL
We
may be
wrong in our above estimates of funds required in order to proceed with
developing a prototype and general business plan described herein. Should we
need additional funds, we would attempt to raise these funds through additional
private placements or by borrowing money. We do not have any arrangements with
potential investors or lenders to provide such funds and there is no assurance
that such additional financing will be available when required in order to
proceed with the business plan or that our ability to respond to competition
or
changes in the market place or to exploit opportunities will not be limited
by
lack of available capital financing. If we are unsuccessful in securing the
additional capital needed to continue operations within the time required,
we
may not be in a position to continue operations.
We
can
offer no assurance that we will raise any funds in this offering. As disclosed
above, we have no revenues and, as such, if we do not raise at least $42,000
from our offering we will not have sufficient funds to develop a prototype.
If
we are unable to raise funds, we may attempt to sell the company or file for
bankruptcy. We do not have any current intentions, negotiations, or arrangements
to merge or sell the Company.
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.
OTHER
Except
for historical information contained herein, the matters set forth above are
forward-looking statements that involve certain risks and uncertainties that
could cause actual results to differ from those in the forward-looking
statements.
RECENTLY
ISSUED ACCOUNTING PRONOUNCEMENTS
In
September 2006, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value
Measurements.” This statement defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles, and expands
disclosure about fair value measurements. This statement applies under other
accounting pronouncements that require or permit fair value measurement, the
FASB having previously concluded in those accounting pronouncements that fair
value is the relevant measurement attribute. This statement does not require
any
new fair value measurements. However, for some entities, the application of
the
statement will change current practice. This statement is effective for
financial statements issued for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years. The management of the Company
does not believe that this new pronouncement will have a material impact on
its
financial statements.
In
September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined
Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements
No. 87, 88, 106, and 132(R).” This statement improves financial reporting by
requiring an employer to recognize the overfunded or underfunded status of
a
defined benefit postretirement plan (other than a multi-employer plan) as an
asset or liability in its statement of financial position and to recognize
changes in that funded status in the year in which the changes occur through
comprehensive income of a business entity or changes in unrestricted net assets
for a not-for-profit organization. This statement also improves financial
reporting by requiring an employer to measure the funded status of a plan as
of
the date of its year-end statement of financial position, with limited
exceptions. The management of the Company does not believe that this new
pronouncement will have a material impact on its financial statements.
In
February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities - Including An Amendment of FASB
Statement No. 115," which permits entities to measure many financial instruments
and certain other items at fair value that are not currently required to be
measured at fair value. An entity would report unrealized gains and losses
on
items for which the fair value option has been elected in earnings at each
subsequent reporting date. The objective is to improve financial reporting
by
providing entities with the opportunity to mitigate volatility in reported
earnings caused by measuring related assets and liabilities differently without
having to apply complex hedge accounting provisions. The decision about whether
to elect the fair value option is applied instrument by instrument, with a
few
exceptions; the decision is irrevocable; and it is applied only to entire
instruments and not to portions of instruments. SFAS No. 159 requires
disclosures that facilitate comparisons (a) between entities that choose
different measurement attributes for similar assets and liabilities and (b)
between assets and liabilities in the financial statements of an entity that
selects different measurement attributes for similar assets and liabilities.
SFAS No. 159 is effective for financial statements issued for fiscal years
beginning after November 15, 2007. Early adoption is permitted as of the
beginning of a fiscal year provided the entity also elects to apply the
provisions of SFAS No. 157. Upon implementation, an entity shall report the
effect of the first re-measurement to fair value as a cumulative-effect
adjustment to the opening balance of retained earnings. Since the provisions
of
SFAS No. 159 are applied prospectively, any potential impact will depend on
the
instruments selected for fair value measurement at the time of implementation.
The management of the Company does not believe that this new pronouncement
will
have a material impact on its financial statements.
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.
INFLATION
The
amounts presented in the financial statements do not provide for the effect
of
inflation on the Company’s operations or its financial position. Amounts shown
for machinery, equipment, and leasehold improvements and for costs and expenses
reflect historical cost and do not necessarily represent replacement cost.
The
net operating losses shown would be greater than reported if the effects of
inflation were reflected either by charging operations with amounts that
represent replacement costs or by using other inflation
adjustments.
MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET
INFORMATION
There
has
been no market for our securities. Our common stock is not traded on any
exchange or on the over-the-counter market. After the effective date of the
registration statement relating to this prospectus, we hope to have a market
maker file an application with the National Association of Securities Dealers,
Inc. for our common stock to eligible for trading on the Over The Counter
Bulletin Board. We do not yet have a market maker who has agreed to file such
application. There is no assurance that a trading market will develop, or,
if
developed, that it will be sustained. Consequently, a purchaser of our common
stock may find it difficult to resell the securities offered herein should
the
purchaser desire to do so when eligible for public resale.
SECURITY
HOLDERS
As
of
June 30, 2007, there were 10,000,000 shares of common stock issued and
outstanding, which were held by 7 stockholders of record.
DIVIDEND
POLICY
We
have
not declared or paid dividends on our common stock since our formation, and
we
do not anticipate paying dividends in the foreseeable future. Declaration or
payment of dividends, if any, in the future, will be at the discretion of our
board of directors and will depend on our then current financial condition,
results of operations, capital requirements and other factors deemed relevant
by
the board of directors. There are no contractual restrictions on our ability
to
declare or pay dividends.
Securities
Authorized Under Equity Compensation Plans
We
have
no equity compensation plans.
DIRECTORS
AND EXECUTIVE OFFICERS
The
following table sets forth certain information regarding the members of our
board of directors and its executive officers as of August 28 2007.
Name
|
|
Age
|
|
Positions
and Offices Held
|
|
|
|
|
|
Benny
Gaber
|
|
61
|
|
President
and Director
|
|
|
|
|
|
Lavi
Krasney
|
|
40
|
|
Secretary,
Treasurer, 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.
Benny
Gaber has been our President and a member of our Board of Directors since our
inception in April 26, 2007. Mr. Gaber is the managing director of Benny Gaber
Engineering, Ltd, an advisory company for mechanical engineering serving
companies such as PML, Xtent, Nanomotion, and Orthogon. Prior to that, he was
a
technical group leader for Elbit Systems and the Ministry of Defense (Israel).
Mr. Gaber holds nine international medical patents and three non-medical
patents. Mr. Gaber graduated with B.Sc. and M.Sc. in Mechanical Engineering
from
the Technion Institute of Technology in Haifa.
Lavi
Krasney has been our Secretary, Treasurer, and Director since inception in
April
26, 2007.
Over
the
years, Mr. Krasney has served as an investment counselor, managing multi-million
dollar portfolios for private clients, institutions, and corporations. Prior
to
that, he studied and worked in the management internship program at Bank
Hapoalim, which is considered by many to be the most prestigious and
sought-after management trainee program in Israel. Mr. Krasney also served
in
the Intelligence Corp. of the Israeli Army. Mr. Krasney graduated magna cum
laude with a B.A. in Economics from the University of Haifa and completed his
MBA in Finance at the Tel Aviv University.
There
are
no familial relationships among any of our directors or officers. None of our
directors or officers is a director in any other U.S. reporting companies.
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.
AUDIT
COMMITTEE AND EXPERT
We
do not
have an audit committee or an audit committee financial expert. Our corporate
financial affairs are simple at this stage of development and each financial
transaction can be viewed by any officer or director at will. The policy of
having no committee will change if the constitution of one such becomes
necessary as a result of growth of the company or as mandated by public
policy.
CODE
OF ETHICS
We
do not
currently have a Code of Ethics applicable to our principal executive, financial
and accounting officers however the company plans to implement such a code
in
the fourth quarter of 2007.
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 Board of Directors. Thus, there is a potential conflict of
interest in that our directors have the authority to determine issues concerning
management compensation, in essence their own, and audit issues that may affect
management decisions. We are not aware of any other conflicts of interest with
any of our executives or directors.
INVOLVEMENT
IN CERTAIN LEGAL PROCEEDINGS
We
are
not aware of any material legal proceedings that have occurred within the past
five years concerning any director, director nominee, or control person which
involved a criminal conviction, a pending criminal proceeding, a pending or
concluded administrative or civil proceeding limiting one's participation in
the
securities or banking industries, or a finding of securities or commodities
law
violations.
EXECUTIVE
COMPENSATION
Since
our
incorporation on April 26, 2007, we have not paid any compensation to our
directors or officers in consideration for their services rendered to our
Company in their capacity as such. We have no employment agreements with any
of
our directors or executive officers. We have no pension, health, annuity, bonus,
insurance, stock options, profit sharing, or similar benefit plans.
Since
our
incorporation on April 26, 2007, no stock options or stock appreciation rights
were granted to any of our directors or executive officers, none of our
directors or executive officers exercised any stock options or stock
appreciation rights, and none of them hold unexercised stock options. We have
no
long-term incentive plans.
OUTSTANDING
EQUITY AWARDS
None
of
our directors or executive officers holds unexercised options, stock that had
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.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS.
As
of
June 30, 2007, $5,000 has been accrued to Mr Asher Zwebner as for consulting
services. Mr Zwebner currently has a verbal agreement in place with the Company
to provide financial consulting services at a rate of $75 per hour. Mr. Zwebner
is currently a 10% shareholder.
On
May
28, 2007, Benny Gaber, a director and stockholder of the Company assigned to
the
Company, in exchange for the Company’s commitment to royalty payments of one
half percent of all revenue received from the exploitation of the patent, a
United States patent pertaining to a Maneuverable Coiled Guidewire. The cost
of
the patent rights associated with the “Maneuverable Coiled Guidewire was
recorded at the historical cost to the director and stockholder in the amount
of
$5,000.
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 believe that the following directors currently meet the definition of
“independent” as promulgated by the rules and regulations of the American Stock
Exchange.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(i)
The
following table sets forth certain information concerning the ownership of
the
Common Stock by (a) each person who, to the best of our knowledge, beneficially
owned on that date more than 5% of our outstanding common stock, (b) each of
our
directors and executive officers and (c) all current directors and executive
officers as a group. The following table is based upon an aggregate of
10,000,000 shares of our common stock outstanding as of August 28, 2007. Unless
otherwise indicated, the address of each person listed is
Cardio
Vascular Medical Device
Corp.,
c/o Mr Benny Gaber 12 Shaar Hagi Street , Haifa Israel 34554.
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 (1)
|
|
|
|
|
|
|
|
Lavi
Krasney
|
|
|
1,000,000
|
|
|
10
|
%
|
|
|
|
|
|
|
|
|
Asher
Zwebner
|
|
|
1,000,000
|
|
|
10
|
%
|
|
|
|
|
|
|
|
|
Zev
Bronfeld
|
|
|
700,000
|
|
|
7
|
%
|
|
|
|
|
|
|
|
|
Ariel
Malik (2)
|
|
|
700,000
|
|
|
7
|
%
|
|
|
|
|
|
|
|
|
Arie
Orenstein
|
|
|
2,000,000
|
|
|
20
|
%
|
|
|
|
|
|
|
|
|
Benny
Gaber
|
|
|
4,000,000
|
|
|
40
|
%
|
|
|
|
|
|
|
|
|
Tzvi
Langsam
|
|
|
600,000
|
|
|
6
|
%
|
|
|
|
|
|
|
|
|
All
shareholders , and / or directors and / or executive officers as
a group
(seven persons)
|
|
|
10,000,000
|
|
|
100
|
%
|
(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)
Beneficial owner of Emerdale Enterprises
Ltd.
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.
DESCRIPTION
OF SECURITIES
The
following description of our capital stock is a summary and is qualified in
its
entirety by the provisions of our Articles of Incorporation, with amendments,
all of which have been filed as exhibits to our registration statement of which
this prospectus is a part.
OUR
COMMON STOCK
We
are
authorized to issue 200,000,000 shares of our Common Stock, $0.0001 par value,
of which, as of August 28, 2007, 10,000,000 shares are issued and outstanding.
Holders of shares of common stock are entitled to one vote for each share on
all
matters to be voted on by the stockholders. Holders of common stock do not
have
cumulative voting rights. Holders of common stock are entitled to share ratably
in dividends, if any, as may be declared from time to time by the Board of
Directors in its discretion from funds legally available therefore. In the
event
of our liquidation, dissolution, or winding up, the holders of common stock
are
entitled to share pro rata all assets remaining after payment in full of all
liabilities. All of the outstanding shares of common stock are fully paid and
non-assessable. Holders of common stock have no preemptive rights to purchase
our common stock. There are no conversion or redemption rights or sinking fund
provisions with respect to the common stock.
OUR
PREFERRED STOCK
We
are not authorized to issue shares of preferred stock.
We
are
offering for sale a maximum of 3,500,000 shares of our common stock in a
self-underwritten offering directly to the public at a price of $.03 per share.
There is no minimum amount of shares that we must sell in our direct offering,
and therefore no minimum amount of proceeds will be raised. No arrangements
have
been made to place funds into escrow or any similar account. Upon receipt,
offering proceeds will be deposited into our operating account and used to
conduct our business and operations. We are offering the shares without any
underwriting discounts or commissions. The purchase price is $.03 per share.
If
all 3,500,000 shares are not sold within 180 days from the date hereof, (which
may be extended an additional 90 days in our sole discretion), the offering
for
the balance of the shares will terminate and no further shares will be
sold.
Our
offering price of $.03 per share was arbitrarily decided upon by our management
and is not based upon earnings or operating history, does not reflect our actual
value, and bears no relation to our earnings, assets, book value, net worth,
or
any other recognized criteria of value. No independent investment banking firm
has been retained to assist in determining the offering price for the shares.
Such offering price was not based on the price of the issuance to our founders.
Accordingly, the offering price should not be regarded as an indication of
any
future price of our stock.
We
anticipate applying for trading of our common stock on the over-the-counter
(OTC) Bulletin Board upon the effectiveness of the registration statement of
which this prospectus forms a part. To have our securities quoted on the OTC
Bulletin Board we must: (1) be a company that reports its current financial
information to the Securities and Exchange Commission, banking regulators or
insurance regulators; and (2) has at least one market maker who completes and
files a Form 211 with NASD Regulation, Inc. The OTC Bulletin Board differs
substantially from national and regional stock exchanges because it (1) operates
through communication of bids, offers and confirmations between broker-dealers,
rather than one centralized market or exchange; and , (2) securities admitted
to
quotation are offered by one or more broker-dealers rather than "specialists"
which operate in stock exchanges. We have not yet engaged a market maker to
assist us to apply for quotation on the OTC Bulletin Board and we are not able
to determine the length of time that such application process will take. Such
time frame is dependent on comments we receive, if any, from the NASD regarding
our Form 211 application.
There
is
currently no marker for our shares of common stock. There can be no assurance
that a market for our common stock will be established or that, if established,
such market will be sustained. Therefore, purchasers of our shares registered
hereunder may be unable to sell their securities, because there may not be
a
public market for our securities. As a result, you may find it more difficult
to
dispose of, or obtain accurate quotes of our common stock. Any purchaser of
our
securities should be in a financial position to bear the risks of losing their
entire investment.
We
intend
to sell the shares in this offering through Lavi Krasney, and / or Mr Benny
Gaber who are each one of our officers and directors. They will receive no
commission from the sale of any shares. They will not register as a
broker-dealer under section 15 of the Securities Exchange Act of 1934 in
reliance upon Rule 3a4-1. Rule 3a4-1 sets forth those conditions under which
a
person associated with an issuer may participate in the offering of the issuer's
securities and not be deemed to be a broker/dealer. The conditions are
that:
1.
The
person is not statutorily disqualified, as that term is defined in Section
3(a)(39) of the Act, at the time of his participation; and,
2.
The
person is not compensated in connection with his participation by the payment
of
commissions or other remuneration based either directly or indirectly on
transactions in securities;
3.
The
person is not at the time of their participation, an associated person of a
broker/dealer; and,
4.
The
person meets the conditions of Paragraph (a)(4)(ii) of Rule 3a4-1 of the
Exchange Act, in that he (A) primarily performs, or is intended primarily to
perform at the end of the offering, substantial duties for or on behalf of
the
Issuer otherwise than in connection with transactions in securities; and (B)
is
not a broker or dealer, or an associated person of a broker or dealer, within
the preceding twelve (12) months; and (C) do not participate in selling and
offering of securities for any Issuer more than once every twelve (12) months
other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).
Lavi
Krasney nor Benny Gaber are not statutorily disqualified, is not being
compensated, and is not associated with a broker/dealer. He is and will continue
to be one of our officers and directors at the end of the offering and has
not
been during the last twelve months and is currently not a broker/dealer or
associated with a broker/dealer. He has not during the last twelve months and
will not in the next twelve months offer or sell securities for another
corporation.
We
will
not utilize the Internet to advertise our offering.
OFFERING
PERIOD AND EXPIRATION DATE
This
offering will start on the date of this registration statement is declared
effective by the SEC and continue for a period of 180 days. We may extend the
offering period for an additional 90 days, or unless the offering is completed
or otherwise terminated by us. We will not accept any money until this
registration statement is declared effective by the SEC.
PROCEDURES
FOR SUBSCRIBING
We
will
not accept any money until this registration statement is declared effective
by
the SEC. Once the registration statement is declared effective by the SEC,
if
you decide to subscribe for any shares in this offering, you must:
1.
execute and deliver a subscription agreement
2.
deliver a check or certified funds to us for acceptance or
rejection.
All
checks for subscriptions must be made payable to "
Cardio
Vascular Medical Device
Corp."
RIGHT
TO REJECT SUBSCRIPTIONS
We
have
the right to accept or reject subscriptions in whole or in part, for any reason
or for no reason. All monies from rejected subscriptions will be returned
immediately by us to the subscriber, without interest or
deductions.
UNDERWRITERS
We
have
no underwriter and do not intend to have one. In the event that we sell or
intend to sell by means of any arrangement with an underwriter, then we will
file a post-effective amendment to this SB-2 to accurately reflect the changes
to us and our financial affairs and any new risk factors, and in particular
to
disclose such material relevant to this Plan of Distribution.
REGULATION
M
We
are
subject to Regulation M of the Securities Exchange Act of 1934. Regulation
M
governs activities of underwriters, issuers, selling security holders, and
others in connection with offerings of securities. Regulation M prohibits
distribution participants and their affiliated purchasers from bidding for
purchasing or attempting to induce any person to bid for or purchase the
securities being distribute.
SECTION
15(G) OF THE EXCHANGE ACT
Our
shares are covered by Section 15(g) of the Securities Exchange Act of 1934,
as
amended, and Rules 15g-1 through 15g-6 promulgated thereunder. They impose
additional sales practice requirements on broker/dealers who sell our securities
to persons other than established customers and accredited investors (generally
institutions with assets in excess of $5,000,000 or individuals with net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouses).
Rule
15g-1 exempts a number of specific transactions from the scope of the penny
stock rules.
Rule
15g-2 declares unlawful broker/dealer transactions in penny stocks unless the
broker/dealer has first provided to the customer a standardized disclosure
document.
Rule
15g-3 provides that it is unlawful for a broker/dealer to engage in a penny
stock transaction unless the broker/dealer first discloses and subsequently
confirms to the customer current quotation prices or similar market information
concerning the penny stock in question.
Rule
15g-4 prohibits broker/dealers from completing penny stock transactions for
a
customer unless the broker/dealer first discloses to the customer the amount
of
compensation or other remuneration received as a result of the penny stock
transaction.
Rule
15g-5 requires that a broker/dealer executing a penny stock transaction, other
than one exempt under Rule 15g-1, disclose to its customer, at the time of
or
prior to the transaction, information about the sales persons
compensation.
Rule
15g-6 requires broker/dealers selling penny stocks to provide their customers
with monthly account statements.
Rule
15g-9 requires broker/dealers to approved the transaction for the customer's
account; obtain a written agreement from the customer setting forth the identity
and quantity of the stock being purchased; obtain from the customer information
regarding his investment experience; make a determination that the investment
is
suitable for the investor; deliver to the customer a written statement for
the
basis for the suitability determination; notify the customer of his rights
and
remedies in cases of fraud in penny stock transactions; and, the NASD's toll
free telephone number and the central number of the North American
Administrators Association, for information on the disciplinary history of
broker/dealers and their associated persons.
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
Davis
Accounting Group P.C. is our registered independent auditor. There have not
been
any changes in or disagreements with our auditors on accounting and financial
disclosure or any other matter.
INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Our
Certificate of Incorporation, as amended, provides to the fullest extent
permitted by Delaware law, our directors, or officers shall not be personally
liable to us or our shareholders for damages for breach of such director's
or
officer's fiduciary duty. The effect of this provision of our Articles of
Incorporation, as amended, is to eliminate our right and our shareholders
(through shareholders' derivative suits on behalf of our company) to recover
damages against a director or officer for breach of the fiduciary duty of care
as a director or officer (including breaches resulting from negligent or grossly
negligent behavior), except under certain situations defined by statute. We
believe that the indemnification provisions in our Certificate of Incorporation,
as amended, are necessary to attract and retain qualified persons as directors
and officers.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933
may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act
and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by
such
director, officer, or controlling person in connection with the securities
being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
LEGAL
MATTERS
The
validity of the shares of common stock being offered hereby will be passed
upon
for us by David Lubin & Associates, PLLC.
EXPERTS
Our
financial statements as of June 30, 2007, and for the period then ended and
cumulative from inception (April 26, 2007), appearing in this prospectus and
registration statement have been audited by Davis Accounting Group P.C. an
independent registered Public Accounting Firm, as set forth on their report
thereon appearing elsewhere in this prospectus, and are included in reliance
upon such report given upon the authority of such firm as experts in accounting
and auditing.
No
expert
or counsel named in this prospectus as having prepared or certified any part
of
this prospectus or having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the registration
or offering of the common stock was employed on a contingency basis or had,
or
is to receive, in connection with the offering, a substantial interest, directly
or indirectly, in the registrant or any of its parents or subsidiaries. Nor
was
any such person connected with the registrant or any of its parents,
subsidiaries as a promoter, managing or principal underwriter, voting trustee,
director, officer, or employee.
AVAILABLE
INFORMATION
We
have
filed a registration statement on Form SB-2 under the Securities Act of 1933,
as
amended, relating to the shares of common stock being offered by this
prospectus, and reference is made to such registration statement. This
prospectus constitutes the prospectus of
Cardio
Vascular Medical Device
Corporation filed as part of the registration statement, and it does not contain
all information in the registration statement, as certain portions have been
omitted in accordance with the rules and regulations of the Securities and
Exchange Commission.
We
are
subject to the informational requirements of the Securities Exchange Act of
1934
which requires us to file reports, proxy statements and other information with
the Securities and Exchange Commission. Such reports, proxy statements and
other
information may be inspected at public reference facilities of the SEC at 100
F
Street N.E., Washington D.C. 20549. Copies of such material can be obtained
from
the Public Reference Section of the SEC at 100 F Street N.E., Washington, D.C.
20549 at prescribed rates. Because we file documents electronically with the
SEC, you may also obtain this information by visiting the SEC's Internet website
at http://www.sec.gov.
We
furnish our stockholders with annual reports containing audited financial
statements.
CARDIO
VASCULAR MEDICAL DEVICE CORP.
(A
DEVELOPMENT STAGE COMPANY)
INDEX
TO FINANCIAL STATEMENTS
JUNE
30, 2007
Report
of Registered Independent Auditors
|
F-2
|
|
|
Financial
Statements-
|
|
|
|
Balance
Sheet as of June 30, 2007
|
F-3
|
|
|
Statements
of Operations for the Period Ended
|
|
June
30, 2007, and Cumulative from Inception
|
F-4
|
|
|
Statement
of Stockholders’ (Deficit) for the Period from Inception
|
|
Through
June 30, 2007
|
F-5
|
|
|
Statements
of Cash Flows for the Period Ended June 30, 2007,
|
|
and
Cumulative from Inception
|
F-6
|
|
|
Notes
to Financial Statements June 30, 2007
|
F-7
|
REPORT
OF REGISTERED INDEPENDENT AUDITORS
To
the
Board of Directors and Stockholders
of
Cardio
Vascular Medical Device Corp.:
We
have
audited the accompanying balance sheet of Cardio Vascular Medical Device
Corp.
(a Delaware corporation in the development stage) as of June 30, 2007, and
the
related statements of operations, stockholders’ (deficit), and cash flows for
period ended June 30, 2007, and from inception (April 26, 2007) through June
30,
2007. These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We
conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States of America). 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, we 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. We believe that our audit provides
a
reasonable basis for our opinion.
In
our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Cardio Vascular Medical Device
Corp. as of June 30, 2007, and the results of its operations and its cash
flows
for the period ended June 30, 2007, and from inception (April 26, 2007) through
June 30, 2007, 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 is in the development stage, and has not established
any
source of revenue to cover its operating costs. As such, it has incurred
an
operating loss since inception. Further, as of June 30, 2007, 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. Management’s plan regarding these matters is also
described in Note 2 to the financial statements. The financial statements
do not
include any adjustments that might result from the outcome of this
uncertainty.
Respectfully
submitted,
/S/
Davis
Accounting Group P.C.
Cedar
City, Utah,
August
20, 2007.
CARDIO
VASCULAR MEDICAL DEVICE CORP.
|
(A
DEVELOPMENT STAGE COMPANY)
|
BALANCE
SHEET (NOTE 2)
|
AS
OF JUNE 30, 2007
|
ASSETS
|
|
|
|
2007
|
|
Current
Assets:
|
|
|
|
|
Cash
in bank
|
|
$
|
-
|
|
|
|
|
|
|
Total
current assets
|
|
|
-
|
|
|
|
|
|
|
Other
Assets:
|
|
|
|
|
Patent,
net of accumulated amortization of $21
|
|
|
4,979
|
|
Deferred
offering costs
|
|
|
20,000
|
|
|
|
|
|
|
|
|
|
24,979
|
|
|
|
|
|
|
Total
Assets
|
|
$
|
24,979
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' (DEFICIT)
|
|
|
|
|
|
Current
Liabilities:
|
|
|
|
|
Bank
overdraft
|
|
$
|
250
|
|
Accrued
liabilities
|
|
|
24,140
|
|
Accrued
consulting fees - Related party
|
|
|
5,000
|
|
|
|
|
|
|
Total
current liabilities
|
|
|
29,390
|
|
|
|
|
|
|
Long-term
Debt:
|
|
|
|
|
Royalty
obligation payable to a Director and stockholder
|
|
|
5,000
|
|
|
|
|
|
|
Total
long-term debt
|
|
|
5,000
|
|
|
|
|
|
|
Total
liabilities
|
|
|
34,390
|
|
|
|
|
|
|
Stockholders'
(Deficit):
|
|
|
|
|
Common
stock, par value $.0001 per share, 200,000,000 shares
|
|
|
|
|
authorized;
10,000,000 shares issued and outstanding
|
|
|
1,000
|
|
Less
- Common stock subscriptions receivable
|
|
|
(1,000
|
)
|
(Deficit)
accumulated during the development stage
|
|
|
(9,411
|
)
|
|
|
|
|
|
Total
stockholders' (deficit)
|
|
|
(9,411
|
)
|
|
|
|
|
|
Total
Liabilities and Stockholders' (Deficit)
|
|
$
|
24,979
|
|
The
accompanying notes to financial statements are
an
integral part of this balance sheet.
CARDIO
VASCULAR MEDICAL DEVICE CORP.
|
(A
DEVELOPMENT STAGE COMPANY)
|
STATEMENTS
OF OPERATIONS (NOTE 2)
|
FOR
THE PERIOD ENDED JUNE 30, 2007, AND
|
CUMULATIVE
FROM INCEPTION (APRIL 26, 2007)
|
THROUGH
JUNE 30, 2007
|
|
|
Period
Ended
|
|
Cumulative
|
|
|
|
June
30,
|
|
From
|
|
|
|
2007
|
|
Inception
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
General
and administrative-
|
|
|
|
|
|
|
|
Professional
fees - Related party
|
|
|
5,000
|
|
|
5,000
|
|
Transfer
agent fees
|
|
|
1,750
|
|
|
1,750
|
|
Organization
costs
|
|
|
1,500
|
|
|
1,500
|
|
Legal
fees
|
|
|
890
|
|
|
890
|
|
Amortization
|
|
|
21
|
|
|
21
|
|
Other
|
|
|
250
|
|
|
250
|
|
|
|
|
|
|
|
|
|
Total
general and administrative expenses
|
|
|
9,411
|
|
|
9,411
|
|
|
|
|
|
|
|
|
|
(Loss)
from Operations
|
|
|
(9,411
|
)
|
|
(9,411
|
)
|
|
|
|
|
|
|
|
|
Other
Income (Expense)
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Provision
for income taxes
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Net
(Loss)
|
|
$
|
(9,411
|
)
|
$
|
(9,411
|
)
|
|
|
|
|
|
|
|
|
(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
|
|
|
6,500,000
|
|
|
6,500,000
|
|
The
accompanying notes to financial statements are
an
integral part of these statements.
CARDIO
VASCULAR MEDICAL DEVICE CORP.
|
(A
DEVELOPMENT STAGE COMPANY)
|
STATEMENT
OF STOCKHOLDERS' (DEFICIT) (NOTE 2)
|
FOR
THE PERIOD FROM INCEPTION (APRIL 26, 2007)
|
THROUGH
JUNE 30, 2007
|
|
|
|
|
|
|
|
|
Less
-
|
|
(Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
Additional
|
|
Stock
|
|
During
the
|
|
|
|
|
|
Common
stock
|
|
Paid-in
|
|
Subscriptions
|
|
Development
|
|
|
|
Description
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Receivable
|
|
Stage
|
|
Totals
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
- April 26, 2007
|
|
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued for cash
|
|
|
10,000,000
|
|
|
1,000
|
|
|
-
|
|
|
(1,000
|
)
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(loss) for the period
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(9,411
|
)
|
|
(9,411
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
- June 30, 2007
|
|
|
10,000,000
|
|
$
|
1,000
|
|
$
|
-
|
|
$
|
(1,000
|
)
|
$
|
(9,411
|
)
|
$
|
(9,411
|
)
|
The
accompanying notes to financial statements are
an
integral part of this statement.
|
|
(A
DEVELOPMENT STAGE COMPANY)
|
|
STATEMENTS
OF CASH FLOWS (NOTE 2)
|
|
FOR
THE PERIOD ENDED JUNE 30, 2007, AND
|
|
CUMULATIVE
FROM INCEPTION (APRIL 26, 2007)
|
|
THROUGH
JUNE 30, 2007
|
|
|
|
|
|
|
|
|
|
|
|
Period
Ended
|
|
Cumulative
|
|
|
|
June
30,
|
|
From
|
|
|
|
2007
|
|
Inception
|
|
|
|
|
|
|
|
|
|
Operating
Activities:
|
|
|
|
|
|
|
|
Net
(loss)
|
|
$
|
(9,411
|
)
|
$
|
(9,411
|
)
|
Adjustments
to reconcile net (loss) to net cash
provided
by operating activities:
|
|
|
|
|
|
|
|
Amortization
|
|
|
21
|
|
|
21
|
|
Changes
in net liabilities-
|
|
|
|
|
|
|
|
Accrued
liabilities
|
|
|
24,140
|
|
|
24,140
|
|
Accrued
consulting fees - Related party
|
|
|
5,000
|
|
|
5,000
|
|
|
|
|
|
|
|
|
|
Net
Cash Provided by Operating Activities
|
|
|
19,750
|
|
|
19,750
|
|
|
|
|
|
|
|
|
|
Investing
Activities:
|
|
|
|
|
|
|
|
Investing
activities
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Net
Cash (Used in) Investing Activities
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Financing
Activities:
|
|
|
|
|
|
|
|
Bank
overdraft
|
|
|
250
|
|
|
250
|
|
Deferred
offering costs
|
|
|
(20,000
|
)
|
|
(20,000
|
)
|
|
|
|
|
|
|
|
|
Net
Cash (Used in) Financing Activities
|
|
|
(19,750
|
)
|
|
(19,750
|
)
|
|
|
|
|
|
|
|
|
Net
Increase in Cash
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Cash
- Beginning of Period
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Cash
- End of Period
|
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
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, "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, determined
under accounting principles generally accepted in the United States in
the
amount of $5,000.
On
May
10, 2007, the Company issued 10,000,000 shares of common stock valued
at a price
of $.0001 per share for common stock subscriptions receivable of $1,000.
Subsequent to June 30, 2007, the Company received $1,000 as full payment
for the
stock subscriptions receivable.
The
accompanying notes to financial statements are
an
integral part of these statements.
CARDIO
VASCULAR MEDICAL DEVICE CORP.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
JUNE
30, 2007
(1)
Summary
of Significant Accounting Policies
Basis
of Presentation and Organization
Cardio
Vascular Medical Device Corp. (the “Company”) 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 Guidewire
.
The
patent’s intended use is to improve stenting procedures in the medical field and
to advance the technology related to guidewire usage. The Company also 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. The accompanying financial statements
of Cardio Vascular Medical Device Corp. were prepared from the accounts of
the
Company under the accrual basis of accounting.
In
addition, in 2007, the Company commenced a capital formation activity to
effect
a Registration Statement on Form SB-2 with the Securities and Exchange
Commission (“SEC”), and raise capital of up to $105,000 from a self-underwritten
offering of 3,500,000
shares
of
newly issued common stock in the public markets. The Company is currently
in the
process of preparing the Registration Statement on Form SB-2, and has not
yet
filed it with the SEC.
Cash
and Cash Equivalents
For
purposes of reporting within the statement 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 realized 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.
CARDIO
VASCULAR MEDICAL DEVICE CORP.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
JUNE
30, 2007
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 this
prototype 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
has
been capitalized by the Company, and is being amortized over a period of
approximately nineteen and one-half years.
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. For the period ended June 30, 2007, no events or circumstances occurred
for which an evaluation of the recoverability of long-lived assets was
required.
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. Fully 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
for
the period ended June 30, 2007.
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. As of June 30, 2007, the
Company
had incurred $20,000 in deferred offering costs.
CARDIO
VASCULAR MEDICAL DEVICE CORP.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
JUNE
30, 2007
Income
Taxes
The
Company accounts for income taxes pursuant to SFAS No. 109,
Accounting
for Income Taxes
(“SFAS
109”). Under SFAS 109, deferred tax assets and liabilities are determined based
on temporary differences between the bases 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 June 30, 2007, the carrying value of accrued liabilities
and
accrued consulting fees - related party approximated fair value due to the
short-term maturity of these instruments.
Estimates
The
financial statements are prepared on the basis of accounting principles
generally accepted in the United States. 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 June 30, 2007, and revenues and expenses for the period
ended
June 30, 2007, and cumulative from inception. Actual results could differ
from
those estimates made by management.
Fiscal
Year End
The
Company has adopted a fiscal year end of December 31.
(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 Company also 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.
CARDIO
VASCULAR MEDICAL DEVICE CORP.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
JUNE
30, 2007
During
the period from April 26, 2007, through June 30, 2007, 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 Securities and Exchange Commission (“SEC”) to raise capital
of up to $105,000 from a self-underwritten offering of 3,500,000
shares
of
newly issued common stock in the public markets. The Company is currently
in the
process of preparing the Registration Statement on Form SB-2, and has not
yet
filed it with the SEC.
While
management of the Company believes that the Company will be successful in
its
capital formation and operating activities, there can be no assurance that
the
Company will be able to raise $105,000 in equity capital, or 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 sustain the operations of the
Company.
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
June 30, 2007, 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.
(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 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. The Company recorded amortization of the cost of
the
patent in the amount of $21 for the period ended June 30, 2007.
(4)
Common
Stock
On
May
10, 2007, the Company issued 10,000,000 shares of common stock valued at
a price
of $.0001 per share (par value) for common stock subscriptions receivable
of
$1,000. Subsequent to June 30, 2007, the Company received $1,000 as full
payment
for the stock subscriptions receivable.
CARDIO
VASCULAR MEDICAL DEVICE CORP.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
JUNE
30, 2007
(5)
Income
Taxes
The
provision (benefit) for income taxes for the period ended June 30, 2007,
was as
follows (using a 23 percent effective Federal and state income tax
rate):
|
|
2007
|
|
|
|
|
|
|
Current
Tax Provision:
|
|
|
|
|
Federal-
|
|
|
|
|
Taxable
income
|
|
$
|
-
|
|
|
|
|
|
|
Total
current tax provision
|
|
$
|
-
|
|
|
|
|
|
|
Deferred
Tax Provision:
|
|
|
|
|
Federal-
|
|
|
|
|
Loss
carryforwards
|
|
$
|
2,165
|
|
Change
in valuation allowance
|
|
|
(2,165
|
)
|
|
|
|
|
|
Total
deferred tax provision
|
|
$
|
-
|
|
The
Company had deferred income tax assets as of June 30, 2007, as
follows:
|
|
2007
|
|
|
|
|
|
|
Loss
carryforwards
|
|
$
|
2,165
|
|
Less
- Valuation allowance
|
|
|
(2,165
|
)
|
|
|
|
|
|
Total
net deferred tax assets
|
|
$
|
-
|
|
As
of
June 30, 2007, the Company had net operating loss carryforwards for income
tax
reporting purposes of approximately $9,411 that may be offset against future
taxable income. The net operating loss carryforwards 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.
(6)
Related
Party Transactions
For
the
period ended June 30, 2007, the Company was owed $1,000 from seven stockholders
of the Company for common stock subscriptions receivable that were entered
into
on May 10, 2007. Subsequent to June 30, 2007, the Company received $1,000
as
full payment for the stock subscriptions receivable.
CARDIO
VASCULAR MEDICAL DEVICE CORP.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
JUNE
30, 2007
As
of
June 30, 2007, the Company owed to a Director and stockholder of the Company
$5,000 for consulting services rendered for the period ended June 30,
2007.
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 patent, a United States patent pertaining to a Maneuverable
Coiled Guidewire. 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.
(7)
Recent
Accounting Pronouncements
In
June
2006, the FASB issued SFAS Board Interpretation No. 48, “
Accounting
for Uncertainty in Income Taxes - an Interpretation of FASB statement No.
109
”
(“FIN
48”), which clarifies the accounting for uncertainty in income taxes recognized
in an enterprise’s financial statements in accordance with FASB No. 109. The
interpretation prescribes a recognition threshold and measurement attribute
for
the financial statement recognition and measurement of a tax position taken
or
expected to be taken in a tax return. This interpretation also provides guidance
on derecognition, classification, interest and penalties, accounting in interim
periods, disclosure, and transition. FIN 48 is effective for fiscal years
beginning after December 15, 2006. Earlier application of the provisions
of FIN
48 is encouraged if the enterprise has not yet issued financial statements,
including interim financial statements, in the period this Interpretation
is
adopted. The management of the Company does not believe that this pronouncement
will have a material impact on its financial statements.
In
September 2006, the FASB issued SFAS No. 157, “
Fair
Value Measurements
.”
This
statement defines fair value, establishes a framework for measuring fair
value
in generally accepted accounting principles, and expands disclosure about
fair
value measurements. This statement applies under other accounting pronouncements
that require or permit fair value measurement, the FASB having previously
concluded in those accounting pronouncement that fair value is the relevant
measurement attribute. This statement does not require any new fair value
measurements. However, for some entities, the application of the statement
will
change current practice. This statement is effective for financial statements
issued for fiscal years beginning after November 15, 2007, and interim periods
within those fiscal years. The management of the Company does not believe
that
this pronouncement will have a material impact on its financial
statements.
In
September 2006, the FASB issued SFAS No. 158, “
Employers’
Accounting for Defined Benefit Pension and Other Postretirement Plans - an
amendment of FASB Statements No. 87, 88, 106 and 132(R)
.”
This
statement improves financial reporting by requiring an employer to recognize
the
overfunded or underfunded status of a defined benefit postretirement plan
(other
than a multi-employer plan) as an asset or liability in its statement of
financial position and to recognize changes in that funded status in the
year in
which the changes occur through comprehensive income of a business entity
or
changes in unrestricted net assets for a not-for-profit organization. This
statement also improves financial reporting by requiring an employer to measure
the funded status of a plan as of the date of its year-end statement of
financial position, with limited exceptions. The management of the Company
does
not believe that this pronouncement will have a material impact on its financial
statements.
CARDIO
VASCULAR MEDICAL DEVICE CORP.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
JUNE
30, 2007
In
February 2007, the FASB issued SFAS No. 159, "
The
Fair Value Option for Financial Assets and Financial Liabilities - Including
An
Amendment of FASB Statement No. 115
,"
which
permits entities to measure many financial instruments and certain other
items
at fair value that are not currently required to be measured at fair value.
An
entity would report unrealized gains and losses on items for which the fair
value option has been elected in earnings at each subsequent reporting date.
The
objective is to improve financial reporting by providing entities with the
opportunity to mitigate volatility in reported earnings caused by measuring
related assets and liabilities differently without having to apply complex
hedge
accounting provisions. The decision about whether to elect the fair value
option
is applied instrument by instrument, with a few exceptions; the decision
is
irrevocable; and it is applied only to entire instruments and not to portions
of
instruments. SFAS No. 159 requires disclosures that facilitate comparisons
(a)
between entities that choose different measurement attributes for similar
assets
and liabilities and (b) between assets and liabilities in the financial
statements of an entity that selects different measurement attributes for
similar assets and liabilities. SFAS No. 159 is effective for financial
statements issued for fiscal years beginning after November 15, 2007. Early
adoption is permitted as of the beginning of a fiscal year provided the entity
also elects to apply the provisions of SFAS No. 157. Upon implementation,
an
entity shall report the effect of the first re-measurement to fair value
as a
cumulative-effect adjustment to the opening balance of retained earnings.
Since
the provisions of SFAS No. 159 are applied prospectively, any potential impact
will depend on the instruments selected for fair value measurement at the
time
of implementation. The management of the Company does not believe that this
pronouncement will have a material impact on its financial
statements.
(8)
Commitments
and Contingencies
The
Company is 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.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
24. Indemnification of Directors and Officers
Our
Certificate of Incorporation, as amended, provides to the fullest extent
permitted by Delaware law, our directors, or officers shall not be personally
liable to us or our shareholders for damages for breach of such director's
or
officer's fiduciary duty. The effect of this provision of our Articles of
Incorporation, as amended, is to eliminate our right and our shareholders
(through shareholders' derivative suits on behalf of our company) to recover
damages against a director or officer for breach of the fiduciary duty of care
as a director or officer (including breaches resulting from negligent or grossly
negligent behavior), except under certain situations defined by statute. We
believe that the indemnification provisions in our Certificate of Incorporation,
as amended, are necessary to attract and retain qualified persons as directors
and officers.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933
may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act
and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by
such
director, officer, or controlling person in connection with the securities
being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
Item
25. Other Expenses of Issuance and Distribution
The
following table sets forth an itemization of all estimated expenses, all of
which we will pay, in connection with the issuance and distribution of the
securities being registered:
Nature
of Expense
|
|
Amount
|
|
|
|
|
|
SEC
Registration fee
|
|
$
|
3.22
|
|
|
|
|
|
|
Accounting
fees and expenses
|
|
$
|
10,000
|
|
|
|
|
|
|
Legal
fees and expenses
|
|
$
|
10,000
|
|
|
|
|
|
|
Total:
|
|
$
|
20,003.22
|
|
Item
26. Recent Sales of Unregistered Securities
The
following sets forth information regarding all sales of our unregistered
securities during the past three years. None of the holders of the shares issued
below have subsequently transferred or disposed of their shares and the list
is
also a current listing of the Company's stockholders.
During
the last three years, we have issued unregistered securities to the persons,
as
described below. None of these transactions involved any underwriters,
underwriting discounts or commissions or any public offering, and we believe
that each transaction was exempt from the registration requirements of the
Securities Act of 1933 by virtue of Section 4(2) thereof. No advertising or
general solicitation was employed in offering the securities. All recipients
had
adequate access, through their relationships with us, to information about
us.
On
May
10, 2007, we sold 10,000,000 shares of our common stock to the following,
Lavi Krasney, 1,000,000 shares, Asher Zwebner, 1,000,000 shares, Zev Bronfeld,
700,000 shares, Ariel Malik, 700,000 shares, Tzvi Langsam 600,000 shares
Arie Orenstein, 2,000,000 shares, and 4,000,000 shares of our common stock
to
Benny Gaber for cash payments. The purchase price for such shares was equal
to
their par value, $0.0001 per share, amounting in the aggregate for all
10,000,000 shares to $1000. These amounts amounting to $1,000 in aggregate
were
fully paid by August 28, 2007.
EXHIBIT
|
|
|
NUMBER
|
|
DESCRIPTION
|
|
|
|
3.1
|
|
Articles
of Incorporation of the Company
|
|
|
|
3.2
|
|
By-Laws
of the Company
|
|
|
|
3.3
|
|
Form
of Common Stock Certificate of the Company
|
|
|
|
5.1
|
|
Opinion
of Legal Counsel
|
|
|
|
10.1
|
|
Patent
Sale and Assignment, dated May 28 , 2007 between the Company and
Benny
Gaber
|
|
|
|
10.2
|
|
United
States Patent Assignment form #7141024
|
|
|
|
23.1
|
|
Consent
of Davis Accounting Group P.C.
|
|
|
|
23.2
|
|
Consent
of legal counsel (see Exhibit 5.1)
|
The
undersigned registrant hereby undertakes to:
(a)(1)
File, during any
period
in
which it offers or sells securities, a post-effective amendment to this
registration statement to:
(i)
Include any prospectus required by Section 10(a)(3) of the Securities
Act;
(ii)
Reflect in the prospectus any facts or events which, individually or together,
represent a fundamental change in the information in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii)
Include any additional or changed material information on the plan of
distribution.
(2)
For
determining liability under the Securities Act, each post-effective amendment
shall be deemed to be a new registration statement of the securities offered,
and the offering of the securities at that time shall be deemed to be the
initial bona fide offering.
(3)
File
a post-effective amendment to remove from registration any of the securities
that remain unsold at the end of the offering.
(4)
For
determining liability of the undersigned registrant under the Securities Act
to
any purchaser in the initial distribution of the securities, the undersigned
registrant undertakes that in a primary offering of securities of the
undersigned registrant pursuant to this registration statement, regardless
of
the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(i)
Any
preliminary prospectus or prospectus of the undersigned registrant relating
to
the offering required to be filed pursuant to Rule 424;
(ii)
Any
free writing prospectus relating to the offering prepared by or on behalf of
the
undersigned registrant or used or referred to by the undersigned
registrant;
(iii)
The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and
(iv)
Any
other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
(b)
Insofar as indemnification for liabilities arising under the Securities Act
of
1933 (the "Act") may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act
and is, therefore, unenforceable.
In
the
event that a claim for indemnification against such liabilities (other than
the
payment by the registrant of expenses incurred or paid by a director, officer
or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
(c)
That,
for the purpose of determining liability under the Securities Act to any
purchaser:
(2)
If
the registrant is subject to Rule 430C,
Each
prospectus filed pursuant to Rule 424(b) as part of a registration statement
relating to an offering, other than registration statements relying on Rule
430B
or other than prospectuses filed in reliance on Rule 430A, shall be deemed
to be
part of and included in the registration statement as of the date it is first
used after effectiveness. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into
the
registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such first
use,
supersede or modify any statement that was made in the registration statement
or
prospectus that was part of the registration statement or made in any such
document immediately prior to such date of first use.
SIGNATURES
In
accordance with the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form SB-2 and authorizes this registration statement
to be signed on its behalf by the undersigned, in Jerusalem, Israel August
28
2007.
|
|
|
CARDIO
VASCULAR MEDICAL DEVICE CORP.
|
|
|
|
|
Date
August 28, 2007
|
By:
|
/s/
Benny Gaber
|
|
Benny
Gaber
|
|
President
(Principal Executive Officer)
|
|
|
|
Date:
August 28 , 2007
|
By:
|
/s/
Lavi
Krasney
|
|
Lavi
Krasney
|
|
Treasurer
and Secretary (Principal Financial and Accounting
Officer)
|
In
accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities
and
on the dates stated.
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
Benny Gaber
|
|
President
and Director
|
|
August
28, 2007
|
Benny
Gaber
|
|
|
|
|
|
|
|
|
|
/s/
Lavi Krasney
|
|
Secretary,
Treasurer, and Director
|
|
August
28, 2007
|
Lavi
Krasney
|
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