Attached files
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EX-32 - ARTVENTIVE MEDICAL GROUP, INC. | exhibit32.htm |
EX-31 - ARTVENTIVE MEDICAL GROUP, INC. | exhibit31.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
FORM 10-Q
(Mark One)
[X]
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2011
[ ]
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ____ to ____
Commission File No. 333-144226
ARTVENTIVE MEDICAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Nevada
26-0148468
(State or other jurisdiction
(IRS Employer
of incorporation or organization)
Identification No.)
1797 Playa Vista, San Marcos, California, 92078
(Address of principal executive offices)
(760) 471-7700
(Registrants telephone number)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes
[X]
No
[ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer
[ ]
Accelerated filer
[ ]
Non-accelerated filer
[ ]
Smaller reporting company
[ X ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [x]
State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date:
As of July 14, 2011 there were 48,595,783 shares of the Companys common stock issued and outstanding.
PART I FINANCIAL INFORMATION
Item 1. Financial Statements.
ArtVentive Medical Group, Inc.
Financial Statements (Unaudited)
For the Period from January 23, 2007 (Inception) to June 30, 2011
Balance Sheets as of June 30, 2011 (unaudited) and December 31, 2010
Statement 1
Statements of Operations and Comprehensive Loss (unaudited) for the three and six month periods
ended June 30, 2011 and June 30, 2010;
and the period from January 23, 2007 (Inception) through June 30, 2011
Statement 2
Statements of Cash Flows (unaudited) for the six month periods ended June 30, 2011
and June 30, 2010;
and for the period from January 23, 2007 (Inception) to June 30, 2011
Statement 3
Notes to Financial Statements (unaudited)
Statement 1
ArtVentive Medical Group, Inc.
A Development Stage Company
Balance Sheets
June 30, 2011 and December 31, 2010
ASSETS | June 30, |
|
| 2011 (unaudited) | December 31, 2010 |
CURRENT | ||
Cash and cash equivalents Prepaid expenses | $ 493,726 937 | $ 176,425 8,500 |
TOTAL CURRENT ASSETS | 494,663 | 184,925 |
PROPERTY, PLANT AND EQUIPMENT |
|
|
OFFICE EQUIPMENT | 1,382 | 1,382 |
ACCUMULATED DEPRECIATION | (368) | (230) |
NET PROPERTY, PLANT AND EQUIPMENT | 1,014 | 1,152 |
OTHER ASSETS |
|
|
DEPOSITS | 1,048 | - |
TOTAL OTHER ASSETS | 1,048 | - |
|
|
|
TOTAL ASSETS | $ 496,725 | $ 186,077 |
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT) |
|
|
CURRENT LIABILITIES |
|
|
Accounts payable | $ 22,869 | $ 42,466 |
Payroll taxes payable | - | - |
TOTAL CURRENT LIABILITIES | 22,869 | 42,466 |
STOCKHOLDERS EQUITY (DEFICIT) |
|
|
Common stock, par value $.001, 100,000,000 shares |
|
|
authorized, 48,595,783 and 46,814,117 shares issued and outstanding at June 30, 2011 and December 31, 2010 respectively after giving effect to 1.65 for 1 split on February 12, 2010 |
48,596 |
46,814 |
Additional paid in capital | 2,978,806 | 1,377,089 |
Deficit accumulated during the development stage | (2,553,546) | (1,280,292) |
TOTAL STOCKHOLDERS EQUITY (DEFICIT) | 473,856 | 143,611 |
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT) | $ 496,725 | $ 186,077 |
(See accompanying notes)
Statement 2
ArtVentive Medical Group Inc.
A Development Stage Company
Statements of Operations and Comprehensive Loss (Unaudited)
For the Three and Six Months Ended June 30, 2011 and June 30, 2010; and for the Period from January 23, 2007 (Inception) to June 30, 2011
| For the three months ended June 30, 2011 | For the three months ended June 30, 2010 | For the six months ended June 30, 2011 | For the six months ended June 30, 2010 | For the period from January 23, 2007 (Inception) to June 30, 2011 |
REVENUES | $ NIL | $ NIL | NIL | NIL | $ NIL |
OPERATING EXPENSES |
|
|
|
|
|
Exploration costs | - | - |
|
| 45,533 |
Research and development | 621,068 | 284,006 | 976,611 | 294,006 | 1,682,692 |
Selling, general and administrative | 216,680 | 95,077 | 296,752 | 153,337 | 828,319 |
Depreciation expense | 69 | 92 | 138 | 92 | 884 |
OPERATING LOSS BEFORE OTHER ITEMS AND INCOME TAX |
(837,817) |
(379,175) | (1,273,501) | (447,435) |
(2,557,428) |
OTHER INCOME/(EXPENSE) |
|
|
|
|
|
INTEREST INCOME | 120 | 1,589 | 247 | 2,371 | 3,882 |
Income tax expense (benefit) | - | - | - | - | - |
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS | (837,697) | (377,586) | (1,273,254) | (445,064) | (2,553,546) |
COMPREHENSIVE LOSS FOR THE PERIOD | $ (837,697) | $ (377,586) | (1,273,254) | (445,064) | $ (2,553,546) |
BASIC AND DILUTED LOSS PER COMMON SHARE | (0.02) | (0.01) | (0.03) | (0.01) |
|
WEIGHTED AVERAGE SHARES OUTSTANDING | 47,686,919 | 46,820,784 | 47,440,563 | 42,586,798 |
|
Statement 3
ArtVentive Medical Group, Inc.
A Development Stage Company
Statements of Cash Flows (Unaudited)
For the Six Months Ended June 30, 2011 and June 30, 2010; and for the Period from January 23, 2007 (Inception) to June 30, 2011
| For the six months ended June 30, 2011 | For the six months ended June 30, 2010 | For the period from January 23, 2007 (Inception) to June 30, 2011 |
CASH FLOW FROM OPERATING ACTIVITIES | |||
Net loss | $ (1,273,254) | $ (445,064) | $ (2,553,546) |
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED BY OPERATING ACTIVITIES |
|
|
|
Non-cash expenses | - | - | 60,805 |
Depreciation expense | 138 | 92 | 884 |
Issuance of common stock and options for services | 3,499 | 18,000 | 66,499 |
CHANGES IN OPERATING ASSETS AND LIABILITIES Prepaid expenses |
7,563 | (548) |
(937) |
Payroll prefunding-NPC | - | (6,625) | - |
Accounts payable | (19,597) | 36,585 | 22,869 |
Payroll taxes payable | - | 490 | - |
Deposits | (1,048) |
| (1,048) |
Accounts payable related party | - | - | 39,000 |
NET CASH USED BY OPERATING ACTIVITIES | (1,282,699) | (397,070) | (2,365,474) |
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
Disposal of equipment | - | - | 745 |
Purchase of equipment | - | (1,382) | (2,625) |
NET CASH USED BY INVESTING ACTIVITIES | - | (1,382) | (1,880) |
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
Issuance of common stock for cash | 1,600,000 | 1,100,000 | 2,711,080 |
Convertible note payable (see Note 4) | - | - | 150,000 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 1,600,000 | 1,100,000 | 2,861,080 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
317,301 |
701,548 |
493,726 |
CASH, BEGINNING OF PERIOD | 176,425 | 60,791 | - |
CASH, END OF PERIOD | $ 493,726 | $ 762,339 | $ 493,726 |
|
|
| |
NON-CASH INVESTING AND FINANCING ACTIVITIES |
|
| |
STOCK ISSUED UPON CONVERSION OF NOTE PAYABLE | $ - | $ - | $ 150,000 |
FORGIVENESS OF RELATED PARTY NOTE; APPLIED TO PAID IN CAPITAL | $ - | $ - | $ 39,000 |
SHARES ISSUED FOR NET ASSETS OF ARTVENTIVE | $ - | $ - | $ 21,430 |
(See accompanying notes)
ArtVentive Medical Group, Inc.
A Development Stage Company
Notes to Financial Statements (Unaudited)
June 30, 2011
1.
BASIS OF FINANCIAL STATEMENT PRESENTATION
The accompanying unaudited condensed financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim condensed financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim condensed financial statements be read in conjunction with the Company's audited financial statements and notes thereto included in its Form 10-K filed on June 30, 2011. Operating results for the six months ended June 30, 2011 are not necessarily indicative of the results to be expected for the fiscal year ended December 31, 2011.
2.
ORGANIZATION
The Company was originally incorporated under the name of Big Bear Resources Inc., a USA Company registered in the State of Nevada on January 23, 2007. The Company changed its name to Uranium Plus Resources Inc. on March 21, 2008. Following the acquisition of the business of ArtVentive Inc. the Company changed its name on January 26, 2010, from Uranium Plus Resources Inc. to ArtVentive Medical Group, Inc.
The Company is a medical device corporation, focused on developing, manufacturing and marketing a family of Endoluminal Occlusion Devices (EOS). Through its innovative, proprietary technology the Company has developed unique minimally invasive occlusion devices and procedures, bringing the current interventional, image guided techniques to a new level of sophistication, potentially resolving significant and unaddressed health issues. The EOS device being developed by the Company targets a substantive market demand in several major clinical areas, including women's health, peripheral and neurological vascular disorders, and interventional cardiology procedures.
To date, the Companys activities have been limited to its formation, development of EOS, intellectual property continuous development and patent filing, generation of regulatory strategy for initial clinical indications for FDA and European submissions and approval, corporate operations and the raising of equity capital.
3.
SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES
The preparation of the Companys financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Companys periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates,
ArtVentive Medical Group, Inc.
A Development Stage Company
Notes to Financial Statements (Unaudited)
June 30, 2011
assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.
FOREIGN CURRENCY TRANSLATIONS
The Companys functional and reporting currency is the US dollar. All transactions initiated in other currencies are translated into US dollars using the exchange rate prevailing on the date of transaction. Monetary assets and liabilities denominated in foreign currencies are translated into the US dollar at the rate of exchange in effect at the balance sheet date. Unrealized exchange gains and losses arising from such transactions are deferred until realization and are included as a separate component of stockholders equity (deficit) as a component of other comprehensive income or loss. Upon realization, the amount deferred is recognized in income in the period when it is realized.
The Company recorded substantially no unrealized foreign currency translation gains or losses, totaling $0 for the period from January 23, 2007 (Inception) to June 30, 2011, in accumulated other comprehensive income.
Cash and cash equivalents consist of funds on deposit with banks. The Company has no cash equivalents. The Company had funds on deposit of $493,726 as at June 30, 2011.
4.
CONVERTIBLE NOTE PAYABLE
The Company borrowed $150,000 pursuant to an agreement dated April 29, 2008. The loan was payable on demand by the Lender. The Lender had the option to convert the loan into common shares of the Company at a rate of 1 common share for each $1 borrowed (150,000 common shares).
In the event that repayment was demanded and the Company defaulted, interest at a rate of 8% per annum would have been charged from the date of demand.
All funds were in US dollars. The note was converted into 166,666 shares at a deemed value per share of $.90 effective February 22, 2010.
5.
SHARE CAPITAL
Effective April 22, 2008, the Company forward-split its issued capital stock on a ratio of 5.8 shares for each prior share. As a result of this transaction, 11,078,000 shares were issued. Effective February 12, 2010, the Company forward-split its issued capital stock on a ratio of 1.65 shares for each old share. As a result of this transaction 8,442,200 shares were issued. Effective February 19, 2010, 3,767,051 shares were issued in a private placement. Consideration for the issue of additional shares has been charged against additional paid in capital. The forward stock splits adjustments have been reflected retroactively.
Effective April 16, 2010 the Board of Directors of the Company authorized issuance of 20,000 shares to the members of its Scientific Board at a deemed value per share of $.90.
Effective February 1, 2011 and March 1, 2011, respectively, 555,556 shares were issued in a private placement. Proceeds of $500,000 were received for issuance of these shares.
Effective April 1, 2011, April 12, 2011, June 2, 2011 and June 30, 2011, respectively, 1,222,222 shares were issued in private placement. Proceeds of $1,100,000 were received for issuance of these shares.
Effective June 2, 2011 the Board of Directors of the Company granted 15,000 non-statutory stock options to company advisors at an exercise price of $.90 per share with the vesting date of June 2, 2014 and an expiration date of June 1, 2016. During the period that the options were issued, the Company had
ArtVentive Medical Group, Inc.
A Development Stage Company
Notes to Financial Statements (Unaudited)
June 30, 2011
no trading activity in its common stock. However, the majority shareholders sold in private transactions, shares at $.90 per share. In order to value the Companys options, management has chosen to use the minimum value method, even though the Company is a public company, as it is of the opinion the use of such a method is necessary to prevent the financial statements from being materially misleading.
Effective June 2, 2011 the Board of Directors of the Company authorized issuance of 3,888 shares to its consultant at a deemed value of $.90 per share.
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 June 30, 2011, the Company has a working capital balance of $471,794 and an accumulated deficit of $2,553,546.
In response to these challenges, management intends to raise additional funds through public or private placement offerings.
The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
7.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Accounting Standards Update (ASU) ASU No. 2009-05 (ASC Topic 820), which amends Fair Value Measurements and Disclosures Overall, ASU No. 2009-13 (ASC Topic 605), Multiple-Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985), Certain Revenue Arrangements that include Software Elements, and various other ASUs No. 2009-2 through ASU No. 2011-07 which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.
8.
PROVISION FOR INCOME TAXES
The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income, regardless of when reported for tax purposes. Deferred taxes are provided in the financial statements under ASC Topic 740 to give effect to the resulting temporary differences which may arise from differences in the bases of fixed assets, depreciation methods, allowances, and start-up costs based on the income taxes expected to be payable in future years. Minimal exploration stage deferred tax assets arising as a result of net operating loss carry forwards have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods. The Company adopted the provisions of ASC Topic 740 Accounting for Uncertainty in Income Taxes, on January 23, 2007 (inception date). As a result of the implementation of ASC 740, the Company recognized no increase in the liability for unrecognized tax benefits.
Operating loss carry-forwards generated during the period of January 23, 2007(date of inception) through June 30, 2011 of approximately $2,487,000 will begin to expire in 2027. Accordingly, deferred tax assets of approximately $1,064,000 related to net operating loss carry-forwards and $28,000 related to stock-based compensation were offset by the valuation allowance. For the six months ended June 30, 2011 and 2010 the allowance increased by approximately $545,000 and $190,000, respectively.
ArtVentive Medical Group Inc.
A Development Stage Company
Notes to Financial Statements (Unaudited)
March 31, 2011
The Company has no tax positions at June 30, 2011 or December 31, 2010 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.
The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the six months ended June 30, 2011 and the year ended
December 31, 2010, the Company recognized no interest and penalties. The Company had no accruals for interest and penalties at June 30, 2011 and December 31, 2010.
9.
CONTRACTUAL OBLIGATIONS
Effective February 27, 2010, the Company entered into employment agreements for a Chief Executive Officer (CEO) and Chairman of the Board. The CEO agreement is for a five year term commencing March 1, 2010 at a base salary of $120,000 per annum. As of February 1, 2011 the base salary was amended to $170,000 per annum. The agreement includes other employment benefits. The Chairman is engaged under a consulting agreement with a base fee of $100,000 per annum. As of February 1, 2011 the agreement was amended to reflect a base fee of $180,000 per annum. On March 28, 2011 the Company entered into a consulting agreement with The Girard Group. The maximum total fee is $130,000, of which 10% ($13,000) was paid upon execution of the agreement. The agreement was terminated upon mutual agreement as of June 4, 2011 upon payment of $23,400 and $20,000 on May 4, 2011 and June 6, 2011 respectively.
10.
PURCHASE AGREEMENT
On January 8, 2010, the Company entered into an asset purchase agreement with Artventive, Inc. a privately held company. The Company purchased substantially all of the assets of Artventive, Inc. which consisted entirely of patents. The patents were accounted for under SAB Topic 5G using the historical cost basis of zero. The combination was accounted for under ASC 805 as a business combination. Pro Forma financial information as if the combination had taken place as of the earliest period presented has not been included as it is not significant.
11.
SUBSEQUENT EVENTS
The Company evaluated all events or transactions that occurred after June 30, 2011 up through the date these financial statements were issued, and concluded there are no other events to disclose.
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
ArtVentive Medical Group, Inc. (AVTD or the Company), is a Nevada Corporation trading on the OTC-BB (symbol AVTD). On March 21, 2008, the Company changed its name from Big Bear Resources Inc. to Uranium Plus Resource Corporation and subsequently, on January 26, 2010 the Company changed its name to ArtVentive Medical Group, Inc.
Prior to January 26, 2010, the Company had focused in the mining and exploration business in Peru. On January 9, 2010, the Company completed the acquisition of substantially all of the assets of ArtVentive Medical Inc., a California company.
The Company is concentrating on developing, manufacturing and marketing a family of Endoluminal Occlusion devices (EOS). The Company, through its proprietary technology has developed minimally invasive occlusion devices and procedures, bringing the current interventional, image guided techniques to a new level of sophistication, resolving potentially significant and unaddressed health issues. The EOS device is being developed by the Company to target market demand in several major clinical areas, including women's health, peripheral and neurological vascular disorders and interventional cardiology procedures.
The Company has contracted, and expects to continue contracting with specific American and European corporations and consulting groups to assist in the implementation of an ongoing strategic plan for the successful international launch, market development, commercialization and manufacturing of the Companys products. The Company has entered into an agreement with Chicago, Illinois based Medical Murray Inc., a leader in the field of medical device development and manufacturing. Medical Murray Inc. is recognized as being ISO certified and FDA registered.
Also the Company has entered into an agreement with the Northwest Clinical Research Group, Inc. (NCRG), located in Seattle, Washington. NCRG has played an intricate role in building the complex infrastructure and support necessary for outlining the regulatory and clinical strategy, in addition to providing a platform of quality controls parallel and synergistic to what Medical Murray is providing. Their responsibility also extends to encompass communication with the FDA and the European Notified Body (FDA counterpart).
The Company has implemented its Quality Management System (QMS), based on the requirements of, and is intended to comply with, the following regulations and international standards:
·
US FDA Quality System Regulation, 21 CFR 820
·
EU Medical Device Directive (MDD), EEC 93/42
·
Canada Medical Devices Regulations (CMDR), SOR/98-282
·
ISO 13485:2003 Medical Devices Quality Management Systems - Requirements Regulatory Purposes
Document Control System and Design History File for the EOS project are in a continuous process of implementation. The highly secured system utilizes Egnyte software and is hosted on the Northwest Clinical Research Groups 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 second patent of the Companys intellectual property was filed with the US patent office on June 30, 2010.
To date, the Companys activities have been limited to its formation, corporate operations, the development of the EOS device design and testing, implementation of quality controls and protocols, Regulatory Strategy for FDA and European trials, raising of equity capital and executing the business of the Company as laid out in the Business Plan of the Company.
For the six months ended June 30, 2011, the Company incurred continuing selling, general and administrative costs of $296,752 and research and development costs of $976,611. Costs for the same period in 2010 were $153,337 and $294,006, respectively. The increase in expenses was due to work on the development of its proprietary medical device. The Company is in the prototype and animal studies stage of the development and is working on the European commercialization of its device.
Item 3. Quantitative and Qualitative Disclosure about Market Risk
Not required by smaller reporting companies.
Item 4T. Controls and Procedures
As of the end of the period covered by this report, AVTD carried out an evaluation of the effectiveness of the Companys disclosure controls and procedures (as defined by Rule 13-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) under the supervision and with the participation of ArtVentive Medical Groups President and Principal Financial Officer. Based on and as of the date of such evaluation, the aforementioned officers have concluded that ArtVentive Groups disclosure controls and procedures were not effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports that we file or submit under the Exchange Act.
There were no significant changes in AVTDs internal controls or in other factors that could significantly affect these controls during the second quarter ended June 30, 2011. There were no significant deficiencies or material weaknesses, and therefore there were no corrective actions taken. It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
PART II INFORMATION
Item 1. Legal Proceedings
None
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
None
Item 4. (Removed and Reserved)
Item 5. Other Information
None
Item 6. Exhibits
Exhibit No. | Document | Location |
31 | Rule 13a-41(a)/15d-14(a) Certifications | Included |
32 | Section 1350 Certifications | Included |
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ARTVENTIVE MEDICAL GROUP, INC.
August 9, 2011
/s/ Leon Rudakov________________________________
Dr. Leon Rudakov
President
/s/ H. James Graham____________________________
H. James Graham
Chief Executive Officer