UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C 20549

FORM  10-K

(Mark One)

[X]

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

For the fiscal year ended December 31, 2010

[  ]

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

For the transition period from ____ to ____

Commission File No. 333-144226

ARTVENTIVE MEDICAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada

26-0148468

(State or other jurisdiction

(IRS Employer

of incorporation or organization)

Identification No.)

1797 Playa Vista, San Marcos, California, 92078

(Address of principal executive offices)

(760) 471-7700

(Registrant’s telephone number)

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

  None

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

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:  [  ]  Yes  [X]  No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of Act.  [  ]  Yes  [X]  No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  

Yes

[x]

No

[  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of

Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  

Yes

[  ]

No

[ X ] Not Required

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

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

Large accelerated filer

[  ]

Accelerated filer

[  ]

Non-accelerated filer

[  ]

Smaller reporting company

[ X ]

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates (computed by reference to the price at which the common equity was last sold, as of the last business day of the registrant’s most recently completed second fiscal quarter) is $4,477,381.09.

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

As of December 31, 2010, there were 46,814,117 shares of the Company’s common stock issued and outstanding with 50,000 options issued.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

Cautionary statements regarding forward-looking information

4

ITEM 1.  DESCRIPTION OF BUSINESS

4

ITEM 1A

 RISK FACTORS

6

ITEM 1B

UNRESOLVED STAFF COMMENTS.

6

ITEM 2

PROPERTIES

6

ITEM 3

LEGAL PROCEEDINGS.

6

PART II

7

ITEM 5

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.  7

ITEM 6

SELECTED FINANCIAL DATA

7

ITEM 7

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.  8

ITEM 8 – FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

10

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.  7

ITEM 9.  CONTROLS AND PROCEDURES

7

ITEM 9B.  OTHER INFORMATION.

8

PART II

8

ITEM 10

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

8

ITEM 11

EXECUTIVE COMPENSATION

12

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

13

ITEM 13

CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS, AND   DIRECTOR INDEPENDENCE  14

ITEM 14

PRINCIPAL ACCOUNTANT FEES AND SERVICES

14

PART IV

16

ITEM 15

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

16

SIGNATURES

17

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

Except for historical information, this report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934.  Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding the Company’s business strategy, future revenues and anticipated costs and expenses.  Such forward-looking statements include, among others, those statements including the words “expect,” “anticipate,” “intend,” “believe” and similar language.  The Company’s actual results may differ significantly from those projected in the forward-looking statements.  Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the sections “Plan of Operation” and “Business”.  You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report.  We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances taking place after the date of this document.

Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.

All references depicted in this Form 10-K to the “Company,” “ArtVentive,” “we,” “us” or “our” are to ArtVentive Medical Group, Inc.

ITEM 1.  DESCRIPTION OF BUSINESS

General Information

ArtVentive Medical Group, Inc. (the “Company”) was incorporated on January 23, 2007, in the State of Nevada, as Big Bear Resources, Inc.  Its name was changed to Uranium Plus Resource Corporation on March 21, 2008.  It changed its name on January 26, 2010, to ArtVentive Medical Group, Inc.  Its operations are primarily based in San Marcos, California.  The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Company’s fiscal year end is December 31.

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

On January 9, 2010, the Company completed the acquisition of all of the assets of ArtVentive Medical Inc., a California company.

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

The Company has contracted, and expects to continue contracting with specific American and European corporations and consulting groups to assist in the implementation of an ongoing strategic plan for the successful international launch, market development, commercialization and manufacturing of the Company’s products during 2011.  The Company has entered into an agreement with the Chicago, Illinois based Medical Murray Inc., a leader in the field of medical device development and manufacturing.  Medical Murray Inc. is recognized as being ISO certified and FDA registered.

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

As the Company prepares the foundation to launch into the European markets during 2011, the Company executed an agreement on August 23, 2010, with the firm of BSI Product Services Healthcare, headquartered in the UK.  BSI is one of the leading international ISO 9000 ISO 13485 Registrars and CE Marking Notified Bodies.  Their current clients include world leading specialized medical device manufacturers, all of whom require efficient and effective CE marking services.  BSI is internationally recognized for their conformity assessments which support manufacturers’ objectives of achieving timely and predictable market access.  

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

·

US FDA Quality System Regulation, 21 CFR 820

·

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

·

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

·

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

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

The Company is focused on the continued development and implementation of its proprietary line of lumen occlusion devices in defining new opportunity within the medical device arena.  A third patent (Expandable Device Delivery System) of the Company’s intellectual property was filed with the US patent office October, 2010, simultaneous to an International Patent.

To date, the Company’s activities have been focused on its corporate operations, Research and Development, the finalization EOS device design and testing, implementation of quality controls and protocols, Regulatory Strategy for FDA and European trials in addition to animal studies. In December 2010, the Company formally froze the EOS device design for the peripheral category of indications in preparation for the regulatory phase and prior to commercialization in Europe, followed by the USA.   The Company also continues its corporate and international development and quest to raise further

equity capital by way of executing the business strategy of the Corporation as indicated in both the Phases I and II Business Plans of the Company.

Administration

The Company is currently managed by Dr. Leon Rudakov, PhD, President, CTO and a member of the Board of directors, and H. James Graham, CFO, CEO and Chairman of the Board.

Compliance with Government Regulation

As the Company proceeds with its new programs involving medical devices and treatments, it will have to comply with governmental regulations involving such activities.  The type and extent of such regulation will be determined in 2010.

Employees

The Company has no employees at this time, other than officers, as of the date of this report.

Research and Development Expenditures

The Company has not incurred any research or development expenditures since its incorporation.

Subsidiaries

The Company does not have any subsidiaries as of this filing.

ITEM 1A

 RISK FACTORS

Not Applicable.

ITEM 1B

UNRESOLVED STAFF COMMENTS.

Not Applicable.

ITEM 2

PROPERTIES

The Company’s corporate offices are located at 1797 Playa Vista, San Marcos, California, 92078.  This space is provided to the Company free of charge by its President.  The Company has no other properties.

ITEM 3

LEGAL PROCEEDINGS.

Legal Proceedings

In the ordinary course of business, the Company may, from time to time, become subject to routine litigation or administrative proceedings which are incidental to the business.  The Company is not a party to or aware of any existing, pending or threatened lawsuits or other legal actions involving the Company.

PART II

ITEM 5

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

“Bid” and ”ask” prices for the Company’s common stock have been quoted on the Over-The-Counter Bulletin Board (the “OTCBB”) under the symbol “AVTD.OB” since April 3, 2008. However, the Company’s stock has only traded once.  Following is the high and low price for each quarter during the past 2 years.

As of March 31, 2011, the Company had 35 shareholders of record.

Dividends

The Company has never declared any cash dividends with respect to its common stock.  Future payment of dividends is within the discretion of the board of directors and will depend on the Company’s earnings, capital requirements, financial condition and other relevant factors.  Although there are no material restrictions limiting, or that are likely to limit, the Company’s ability to pay dividends on its common stock, it presently intends to retain future earnings, if any, for use in its business and currently has no intention to offer cash dividends on its common stock.

Recent Sales of Unregistered Securities

During the fiscal year ended December 31, 2010, the Company did not issue any securities without registration under the Securities Act of 1933.

ITEM 6

SELECTED FINANCIAL DATA

Not applicable.

ITEM 7

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

Results of Operations

The Company has not generated revenues since its inception on January 23, 2007, and has an accumulated deficit of $1,280,292 from inception to December 31, 2010. (See Note 6 of the Notes to Financial Statements included herewith.)

The following table provides selected financial data about the Company as of and for the year ended December 31, 2010.

Plan of Operation

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

The Company is focused on the continued development and implementation of its proprietary line of lumen occlusion devices in defining new opportunity within the medical device arena.  A third patent (Expandable Device Delivery System) of the Company’s intellectual property was filed with the US patent office October, 2010, simultaneous to an International Patent.

To date, the Company’s activities have been focused on its corporate operations, Research and Development, the finalization EOS device design and testing, implementation of quality controls and protocols, Regulatory Strategy for FDA and European trials in addition to animal studies. In December 2010, the Company formally froze the EOS device design for the peripheral category of indications in preparation for the regulatory phase and prior to commercialization in Europe, followed by the USA.   The Company also continues its corporate and international development and quest to raise further equity capital by way of executing the business strategy of the Corporation as indicated in both Phases I and II Business Plans of the Company.

Limited Operating History

There is no historical financial information about the Company upon which to base an evaluation of its performance.  The Company is a development stage corporation and has not generated any revenues from its business operations.  The Company cannot guarantee that it will be successful in its business operations.  The Company’s business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

The Company gives no assurance that future financing will be available on acceptable terms.  If financing is not available on such terms, the Company may be unable to continue, develop or expand its operations.  Additionally, equity financing could result in additional dilution to existing shareholders.

Liquidity and Capital Resources

As of the date of this report, the Company has yet to generate any revenues from its business operations.  Since inception the Company’s main source of cash has been the sale of its equity securities.  

As of December 31, 2010, cash and total assets were $184,925 and the Company’s total liabilities were $42,466.  (See 6 of the Notes to Financial Statements included herewith.)

ITEM 8 – FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ArtVentive Medical Group, Inc.

(A Development Stage Company)

Financial Statements

For the Period from January 23, 2007 (Inception) to December 31, 2010

Balance Sheets as of December 31, 2010 and December 31, 2009

Statement 1

Statements of Operations and Comprehensive Loss for the years ended December 31, 2010

and December 31, 2009;

and the period from inception (January 23, 2007) through December 31, 2010

Statement 2

Statements of Cash Flows for the years ended December 31, 2010

and December 31, 2009;

and for the period from January 23, 2007 (Inception) to December 31, 2010

Statement 3

Statements of Changes in Stockholders’ Equity (Deficit) for the period from

January 23, 2007 (Inception) to December 31, 2010

Statement 4

Notes to Financial Statements

Statement 1

ArtVentive Medical Group, Inc.

(A Development Stage Company)

Balance Sheets

December 31, 2010 and December 31, 2009

(See accompanying notes)

Statement 2

ArtVentive Medical Group, Inc.

(A Development Stage Company)

Statements of Operations and Comprehensive Loss

For the Years Ended December 31, 2010 and December 31, 2009; and the Period from Inception (January 23, 2007) through December 31, 2010;

ArtVentive Medical Group, Inc.

(A Development Stage Company)

For the Year Ended December 31, 2010 and December 31, 2009; and for the Period from January 23, 2007 (Inception) to December 31, 2010

NON-CASH INVESTING AND FINANCING ACTIVITIES

ArtVentive Medical Group, Inc.

(A Development Stage Company)

Statement of Stockholders’ Equity (Deficit)

From Inception, January 23 2007, to December 31 2010

(See accompanying notes)

ArtVentive Medical Group, Inc.

(A Development Stage Company)

Notes to Financial Statements

For the Year Ended December 31, 2010

1.

BASIS OF FINANCIAL STATEMENT PRESENTATION

The accompanying audited financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission.

The information furnished in the financial statements includes normal recurring adjustments and reflects all adjustments which in the opinion of management are necessary for a fair presentation of such financial statements.

2.

ORGANIZATION

Uranium Plus Resource Corporation (the “Company”) was incorporated on January 23, 2007 in the State of Nevada, U.S.A., as Big Bear Resources, Inc.  Its name was changed to Uranium Plus Resource Corporation on March 21, 2008.  Following the acquisition of the business of ArtVentive, Inc. the Company changed its name on January 26, 2010, from Uranium Plus Resources, Inc. to ArtVentive Medical Group, Inc. The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Company’s fiscal year end is December 31.

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

The Company’s activities have been limited to its formation, mining and, currently, development of EOS, intellectual property continuous development and patent filing, generation of regulatory strategy for initial clinical indications for FDA and European submissions and approval, corporate operations and the raising of equity capital. Following its acquisition of the business of ArtVentive, Inc. the Company ceased its mining operations and concentrated on the pursuit of the medical device business plan.

3.

SIGNIFICANT ACCOUNTING POLICIES

            DEVELOPMENT STAGE COMPANY

The Company is considered to be in the development state as defined in FASC 915-10-05,      “Development Stage Entity”.   The Company is devoting substantially all of its efforts to the execution of its business plan.

ArtVentive Medical Group, Inc.

(A Development Stage Company)

Notes to Financial Statements

For the Year Ended December 31, 2010

USE OF ESTIMATES

The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Such estimates include deferred tax assets arising as a result of the operating loss carryforwards.  Actual results could differ from those estimates.  The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.

COMMON STOCK ISSUED FOR OTHER THAN CASH

Services purchased and other transactions settled in the Company’s common stock and stock options are recorded at the estimated fair value of the stock issued and options granted if that value is more readily determinable than the fair value of the consideration received.

EARININGS PER SHARE OF COMMON STOCK

The following table sets forth the computation of earnings per share:

                                                                          December 31, 2010     December 31, 2009

Net income (loss)                                                     $  (1,075,769)             $    (28,255)

Weighted average common shares outstanding           45,799,740               21,430,200

Net (loss) per share                                                     $       (0.02)              $        (0.00)                   

PROPERTY AND EQUIPMENT

The company records property and equipment at cost and uses straight-line depreciation methods.

FOREIGN CURRENCY TRANSLATIONS

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

ArtVentive Medical Group, Inc.

(A Development Stage Company)

Notes to Financial Statements

For the Year Ended December 31, 2010

The Company recorded an unrealized foreign currency translation gain, totaling $0 for the period from January 23, 2007 (Inception) to December 31, 2010, in accumulated other comprehensive income.

The Company recorded an unrealized foreign currency translation gain, totaling $0 for the period from January 23, 2007 (Inception) to December 31, 2010, in accumulated other comprehensive income.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist principally of funds on hand, on deposit with banks and liquid investment funds having maturity of three months or less at the time of the purchase.  The Company has no cash equivalents.  The Company had funds on deposit of $176,425 as at December 31, 2010.

4.

CONVERTIBLE NOTE PAYABLE

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

In the event repayment is demanded and the Company defaults, interest at a rate of 8% per annum shall be charged from the date of demand.

All funds are in US dollars. The note was converted into 166,666 shares at a deemed value per share of $.90 effective February 22, 2010, after the Company renegotiated the terms of conversion, resulting in no additional beneficial conversion feature.

5.

SHARE CAPITAL

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

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

Effective November 2, 2010 the Board of Directors of the Company granted 50,000 non-statutory stock options to a former consultant at an exercise price of $.001 per share with the exercise date of

ArtVentive Medical Group, Inc.

(A Development Stage Company)

Notes to Financial Statements

For the Year Ended December 31, 2010

November 2, 2013 and an expiration date of November 2, 2016. During the period that the options were issued, the Company had no trading activity in public for the Company’s common stock.  However , the majority shareholder sold in private transactions shares at $.90 per share.  In order to value the Company’s options, management has chosen to use the minimum value method, even though the Company is a public company, as it is of the opinion the use of such a method is necessary to prevent the financial statements from being materially misleading.

6.

GOING CONCERN AND LIQUIDITY CONSIDERATIONS

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business.  As of December 31, 2010, the Company has a positive working capital balance of $142,459 and an accumulated deficit of $1,280,292.  The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the next twelve months.

The ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, research, development and production of  its product.

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

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.  The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

7.       RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In June 2009, the FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”).  Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) issued under authority of federal securities laws are also sources of GAAP for SEC registrants.  Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements.  The ASC does change the way the guidance is organized and presented.

Statement of Financial Accounting Standards (“SFAS”) SFAS No. 166 (ASC Topic 810), “Accounting for Transfers of Financial Assets—an Amendment of FASB Statement No. 140”, SFAS No. 167 (ASC Topic 810), “Amendments to FASB Interpretation No. 46(R)”, and SFAS No. 168 (ASC Topic 105), “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162” were recently issued.  SFAS No. 166, 167, and 168 have no current applicability to the Company or their effect on the financial statements would not have been significant.

Accounting Standards Update (“ASU”) ASU No. 2009-05 (ASC Topic 820), which amends Fair Value Measurements and Disclosures – Overall, ASU No. 2009-13 (ASC Topic 605), Multiple-

ArtVentive Medical Group, Inc.

(A Development Stage Company)

Notes to Financial Statements

For the Year Ended December 31, 2010

Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985), Certain Revenue Arrangements that include Software Elements, and various other ASU’s No. 2009-2 through ASU No. 2011-01 which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued.  These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.

8.

PROVISION FOR INCOME TAXES

The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income, regardless of when reported for tax purposes.  Deferred taxes are provided in the financial statements under ASC Topic 740 to give effect to the resulting temporary differences which may arise from differences in the bases of fixed assets, depreciation methods, allowances, and start-up costs based on the income taxes expected to be payable in future years. Exploration and development stage deferred tax assets arising as a result of net operating loss carryforwards have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods. Tax operating loss carryforwards generated during the period from January 23, 2007 (date of inception) through December 31, 2010 of approximately $1,280,292 will begin to expire in 2027. Accordingly, deferred tax assets of approximately $503,408 (2009 – $69,538) related to net operating loss carry-forwards were offset by the valuation allowance in the same amount.

The Company adopted the provisions of FASB Interpretation No. 48 Accounting for Uncertainty in Income Taxes, on January 1, 2007.  As a result of the implementation of Interpretation 48, the Company recognized no increase in the liability for unrecognized tax benefits.

The Company has no tax positions at December 31, 2010 and 2009 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.  During the years ended December 31, 2010, 2009, 2008 and 2007, the Company recognized no interest and penalties.  The Company had no accruals for interest and penalties at December 31, 2010, 2009, 2008 and 2007.

Components of income tax benefits are as follows:

ArtVentive Medical Group, Inc.

(A Development Stage Company)

Notes to Financial Statements

For the Year Ended December 31, 2010

A reconciliation of the provision for income tax expense with the expected income tax computed by applying the federal statutory income tax to income before provision for income taxes is as follows:

9.

PURCHASE AGREEMENT

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

10.       SUBSEQUENT EVENTS

Effective the first quarter of fiscal year ending December 31, 2011, the Company implemented a new FASB accounting pronouncement, Subsequent Events. This standard establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. The adoption of this accounting pronouncement did not impact our financial position or results of operations. The Company evaluated all events or transactions that occurred after December 31, 2010 up through the date these financial statements were issued, and concluded there are no other events to disclose.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9.  CONTROLS AND PROCEDURES

Evaluation of Our Disclosure Controls and Internal Controls

Under the supervision and with the participation of senior management, including the Company’s CEO and Principal Financial Officer, Jim Graham, the management conducted an evaluation of the effectiveness of the design and operation of the Company’s  disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this annual report (the “Evaluation Date”).  Based on this evaluation, the CEO and Principal Financial Officer concluded as of the Evaluation Date that the disclosure controls and procedures were not effective such that the information relating to the Company including its consolidated subsidiaries, required to be disclosed in its  Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to management, including the CEO and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting.  The internal control process has been designed, under management’s supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America.  

Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2010, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring.  Based on this assessment, management has determined that the Company’s internal control over financial reporting as of December 31, 2010 was not effective.

The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.  In evaluating the effectiveness of the Company’s internal control over financial reporting,

management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework.   

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

Officers’ Certifications

Appearing as exhibits to this Annual Report are “Certifications” of the Company’s Chief Executive Officer and Principal Financial Officer.  The Certifications are required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (the “Section 302 Certifications”).  This section of the Annual Report contains information concerning the Controls Evaluation referred to in the Section 302 Certification.  This information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting that occurred during the quarter ended December 31, 2010 that have materially affected or are reasonably likely to materially affect the internal control over financial reporting.

ITEM 9B.  OTHER INFORMATION.

None.

PART II

ITEM 10

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Executive Officers, Directors and Key Employees

Directors serve until the next annual meeting of the stockholders; until their successors are elected or appointed and qualified, or until their prior resignation or removal.  Officers serve for such terms as determined by the board of directors.  Each officer holds office until such officer’s successor is elected or appointed and qualified or until such officer’s earlier resignation or removal.  

The following table sets forth certain information, as of March 11, 2011, with respect to the directors and executive officers.

Mr. Graham has held the positions of CEO and director since April 28, 2008.  He resigned as CEO on February 11, 2010, as CEO, but agreed to continue on as Chairman of the Board.  Dr. Rudakov was appointed as CEO and CTO, and as a member of the Board of Directors on February 11, 2010.  On February 11, 2011, Mr. Graham and Dr. Rudakov resigned from their respective positions as President, CEO and CFO.  On February 11, 2011, Mr. Graham was appointed CEO and CFO, and Dr. Rudakov was appointed President.

Certain biographical information of our directors and officers is set forth below.

H. James Graham has acted as President and CEO of a number of successful corporations including start-up companies. Since 2006, Mr. Graham has also developed global business plans and marketing strategies in addition to drafting and negotiating international management and distribution agreements.   In 2000, Mr. Graham co-founded CyberBroadcastOne Inc., an interactive broadcast company based on the foundation of education, entertainment and commerce.  Mr. Graham served as the President and CEO through 2006.  From 1993 to 2007, he served as a member of the Board of Directors of Kodiak Oil and Gas, an emerging oil and gas company with its head office in Denver, Colorado and operations throughout America.  The Company’s shares were traded on the Venture Stock Exchange (TSX) until 2007 and are now listed on the American Stock Exchange (AMX) under the symbol KOG.  In 1998, Mr. Graham co-founded Pyrotech International Ltd., Singapore, a corporation committed to the development of a revolutionary fire fighting gel recognized globally under the brand name Barricade.  Mr. Graham served as CEO from 1998 to 2000.  

Previously, Mr. Graham co-founded and was the President of Tri-Pacific Resources Corporation, Hong Kong, a technology based corporation specializing in onboard power supply and energy management systems.  He also served as President of Hunter Douglas Canada, Inc., the world’s largest vertically integrated supplier of aluminum and home fashions products to the international market.  Hunter Douglas acquired the HJ Graham Company Ltd. in 1989 which was previously founded and headed by Mr. Graham until the acquisition.  Mr. Graham also served on the Board of Directors of Bradbury International, Ltd., a diversified Canadian financial investment corporation, trading on the Vancouver Stock, Exchange.

Dr. Leon Rudakov has more than 25 years experience in R&D, engineering, product development and project management. He holds a Ph.D. in mechanical engineering from the Moscow Institute of Aviation, and completed Business Executive Program at the Fuqua Business School of the Duke University, NC. He held several executive management and R&D positions with international corporations and start-up companies.

In 2003 Dr. Rudakov joined Merlin Medical, a Singapore-based company, where he held the position of vice-president of Research and Development and chief technology officer. He was responsible for the company's business strategy, and directed its product development and regulatory pathway. Under his leadership the Company developed a new, unique intracranial device for the treatment of intracranial aneurysms with significant potential for the treatment of ischemic disease. He also established the Company intellectual property and led the device development from the initial concept formulation to its production and the clinical studies in several European Union countries. Dr. Rudakov also developed the coronary stent "X'Calibur" and its delivery catheter through to its CE Mark approval and current market presence in Asia.

Dr. Rudakov also served as a Director of Engineering with the Silicon Valley corporation CardioVasc Inc., and led a cross functional group of engineers through the production of several coronary devices, from development to commercial success. Among these CardioVasc projects, Dr. Rudakov led the development of a new coronary stent and delivery system, which was subsequently sold to the Japanese corporation "Goodman Co". He also participated in the device regulatory process leading to its approval in Japan.

Additionally, Dr Rudakov, managed development of a coated stent-graft, for the treatment of failing saphenous vein graft (SVG). This device has received CE Mark and is marketed and sold in the EU by the CardioVasc Corporation.

Dr. Rudakov has served as a Regional Director of Operations for Booz Allen & Hamilton, a worldwide leader in management consulting. He managed the company's operations and regional business development, while working with key corporate clients, providing strategic business planning, corporate restructuring and re-engineering.

In 2009, Dr. Rudakov joined ArtVentive, Inc., of San Marcos, California, as Chief Executive Officer and Chief Technology Officer.  

Term of Office

Company directors are elected for one-year terms, to hold office until the next annual general meeting of the shareholders, or until removed from office in accordance with the bylaws of the Company.  Officers are appointed by the board of directors and hold office until removed by the board.

Significant Employees

The Company has no significant employees other than the officers and directors described above.

Employment Agreement

On February 2, 2010, the Company entered into an Employment Agreement with its then Chief Executive Officer and Chief Technology Officer, Dr. Leon Rudakov.  The Employment Agreement was subsequently updated on March 10, 2011, to reflect Dr. Rudakov’s current positions as Chief Technology Officer and President.  Under the terms of the Agreement, Dr. Rudakov will be compensated with an annual salary of $120,000, plus benefits, including options

to purchase stock in the Company, the terms of which are to be negotiated, but the share price will be the trading price at the time of issuance or the net book value.  Any options granted will expire five years after the date of the grant.  The term of the Employment Agreement will be for a period of five years, unless earlier terminated under the terms of the Employment Agreement.

On April 1, 2010, the Company entered into a Consulting Agreement with its then President and Chairman of the Board, H. James Graham.  Under the terms of the Agreement, Mr. Graham is compensated with annual salary of $100,000, plus benefits.  The term of the Employment Agreement will be for a period five years, unless earlier terminated under the terms of the Employment Agreement, effective April 1, 2010.  The Consulting Agreement was subsequently updated on March 10, 2011 to reflect Mr. Graham’s current positions of Chief Executive Officer, Chief Financial Officer and the Chairman of the Board of Directors.

Audit Committee

The Company does not currently have a standing audit committee, an audit committee financial expert, or any committee or person performing a similar function.  The Corporation has limited working capital and no revenues.  Management does not believe that it would be in the best interest of the Company, at this time to retain independent directors to sit on an audit committee.  When appropriate, the Company will retain independent directors and form an audit, compensation committee and other applicable committees.

Board of Directors

The Company does not have an independent director at this time.  Directors are reimbursed for expenses, if any, for attendance at meetings of the Board of Directors.  The Board of Directors may designate from among its members an executive committee and one or more other committees but has not done so to date.  The Company does not have a nominating committee or a nominating committee charter.  Further, the Company does not have a policy with regard to the consideration of any director candidates recommended by security holders.  To date this has not been a problem as no security holders have made any such recommendations.  Directors perform all functions that would otherwise be performed by committees.  Given the present size of the board it is not practical for the Company to have such committees.  The Company plans to expand the Board of Directors at the first opportunity.

Compliance with Section 16(a) of the Exchange Act

The Company’s common stock is not registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Accordingly, officers, directors and principal shareholders are not subject to the beneficial ownership reporting requirements of Section 16(a) of the Exchange Act.

Code of Ethics

As of December 31, 2010, the Company has not yet adopted a Code of Ethics.

ITEM 11

EXECUTIVE COMPENSATION

The following summary compensation table indicates the compensation earned during the years ended December 31, 2010 and 2009 by each person who served as a principal executive officer or principal financial officer.

(1)

Leon Rudakov has served as President and as Chief Technology Officer since February 2, 2011.  Dr. Rudakov previously served as CEO from February 11, 2010, until February 2, 2011.

(2)

H. James Graham has served as CFO since July 19, 2010.  Mr. Graham has served as CEO since February 2, 2011.  Mr. Graham previously served as CEO from April 29, 2008 until February 11, 2010.

(b) There are no annuity, pension or retirement benefits proposed to be paid to officers, directors, or employees of the corporation in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the corporation or any of its subsidiaries.

Director Compensation

Members of the Company’s Board of Directors do not receive compensation, as such, at this time, but are paid consulting fees for specific services as incurred.

Stock Option Grants

As of the date of this Report, the Company has granted 50,000 stock options to a former consultant for services rendered.

Indemnification

Under the bylaws of the Company, it may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in the Company’s best interest.  The Company may advance expenses incurred in defending a proceeding.  To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney’s fees.  With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order.  The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

Regarding indemnification for liabilities arising under the Securities Act, which may be permitted to directors or officers under Nevada law, the Company is informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information with respect to the beneficial ownership of our common stock known by us as of February 2, 2011, by:

·

each person or entity known by us to be the beneficial owner of more than 5% of our common stock;

·

each of our directors;

·

each of our executive officers; and

·

all of our directors and executive officers as a group.

The percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our common stock outstanding on such date and all shares of our common stock issuable to such holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by such person at said date which are exercisable within 60 days of February 2, 2011.  Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent such power may be shared with a spouse.

(1)

As used herein, the term beneficial ownership with respect to a security is defined by Rule 13d-3 under the Securities Exchange Act of 1934 as consisting of sole or shared voting power (including the power to vote or direct the vote) and/or sole or shared investment power (including the power to dispose or direct the disposition of) with respect to the security through any contract, arrangement, understanding, relationship or otherwise, including a right to acquire such power(s) during the next 60 days.

(2)

Percentage based upon 46,814,117 shares of common stock issued and outstanding as of February 2, 2011.

ITEM 13

CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS, AND

  DIRECTOR INDEPENDENCE

Other than as set forth in this section, none of the following parties has, since the date of incorporation, any material interest, direct or indirect, in any transaction with the Company or in any presently proposed transaction that has or will materially affect the Company:

*    Director or Officer;

*    Any person proposed as a nominee for election as a director;

*   Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock;

*    Any promoters;

*   Any relative or spouse of any of the foregoing persons who has the same house as such   person.

ITEM 14

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The aggregate fees billed to the Company by its principal accountant for services rendered during the fiscal year ended December 31, 2010 and 2009 is set forth in the table below:

(1) Audit fees consist of fees incurred for professional services rendered for the audit of our financial statements, for reviews of the  interim financial statements included in the Company’s

quarterly reports on Form 10-Q and for services that are normally provided in connection with statutory or regulatory filings or engagements.

(2) Audit-related fees consist of fees billed for professional services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements, but are not reported under “Audit fees.”

(3) Tax fees consist of fees billed for professional services relating to tax compliance, tax planning, and tax advice.

(4) All other fees consist of fees billed for all other services.

Audit Committee’s Pre-Approval Practice  

The Company does not have an audit committee at this time.  The board of directors currently performs the function of an audit committee.  Section 10A (i) of the Securities Exchange Act of 1934, as amended, prohibits the Company’s auditors from performing audit services for the Company as well as any services not considered to be audit services unless such services are pre-approved by the audit committee or, in cases where no such committee exists, by the board of directors (in lieu of an audit committee) or unless the services meet certain de minimis standards.

PART IV

ITEM 15

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Exhibits

The following exhibits are included as part of this report:

(1)

Filed with the Securities and Exchange Commission on June 29, 2007, as an exhibit, numbered as indicated above, to the Registrant’s registration statement on the Registrant’s Registration Statement on Form SB-2 (file no. 333-144226), which exhibit is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ARTVENTIVE MEDICAL GROUP, INC.

March 30, 2011

/s/ Leon Rudakov______________________                 

Dr. Leon Rudakov

 President

/s/ H. James Graham          

H. James Graham

CEO, Chief Financial Officer

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

/s/ Leon Rudakov

Date:  March 30, 2011

Dr. Leon Rudakov, Director

/s/ H. James Graham

Date:  March 30, 2011

H. James Graham, Chairman