S-1/A

                  As filed with the Securities and Exchange Commission

                               on August 22, 2011

                             Registration No.333-176329

                                  UNITED STATES
                           SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549
																																   AMMENDMENT NO. 1
                                        TO
                                    FORM S-1
                              REGISTRATION STATEMENT
                            UNDER THE SECURITIES ACT OF1933

                               CARDIGANT MEDICAL INC.
                (Exact name of registrant as specified in its charter)



        Delaware                          2836                  26-4731758
(State or other jurisdiction of	  Standard Industrial         (I.R.S. Employer
Incorporation or organization)   Classification Code Number   Identification
                                                              Number


                             Cardigant Medical Inc.
                        1500 Rosecrans Avenue, Suite 500
                           Manhattan Beach, CA 90266
                           Office: (310) 421-8654
                             Fax: (310) 356-7226

(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

                                Kelly Magaw
                           Delaware Intercorp, Inc.
                      113 Barksdale Professional Center
                              Newark, DE 19711

(Name, address, including zip code, and telephone number, including area
code, of agent for service)

Approximate date of commencement of proposed sale to the public:As soon as
practicable 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 _

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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 _

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 effective registration
statement for the same offering _

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 number of the earlier effective registration statement for
the same offering _

CALCULATION OF REGISTRATION FEE

Title of           Amount of       Proposed    Proposed     Registration
each class         shares to be    maximum     maximum      fee
of shares          registered      offering    aggregate
              	                   price per   price per
                                   share       share
Common Stock,
$0.001 par value   2,500,000       $1.20       $3,000,000    $348.30

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 under the Securities Exchange Act of 1934.
(Check one):

Large Accelerated Filer _ Accelerated Filer _
Non-accelerated Filer _

Smaller Reporting Company X

The offering price with respect to shares has been estimated solely for the
purpose of calculating the registration fee pursuant to Rule 457(C). This
price is not an indication of value nor has it been established by any
recognized methodology for deriving the value of the Shares.

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 the registration statement shall become
effective on such date as the Commission acting pursuant to said section 8(a),
may determine.
----------------------------- Page 1 -----------------------------------------


                         PROSPECTUS

                       2,500,000 shares

                        Common Stock

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION

The information in this prospectus is not complete and may be changed.
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. Neither the SEC nor any State Securities Commission has
approved or disapproved of these securities or determined if this prospectus
is accurate or complete. Any representation to the contrary is a criminal
offense.

                    CARDIGANT MEDICAL INC.

SHARES OF COMMON STOCK TO BE SOLD BY THE COMPANY AND THE SELLING STOCKHOLDERS

The (1) selling shareholders named in this prospectus and (2) the company
directly are offering up to 2,500,000 shares of the common stock of Cardigant
Medical Inc., a Delaware corporation, par value $0.001 per share ("Shares").

This prospectus relates to up to 2,500,000 shares of our common stock, $0.001
par value per share which consists of 500,000 shares offered by our selling
security holders and 2,000,000 shares offered by the company. The shares
offered by the selling security holders may be offered for sale from time to
time by the selling security holders identified in this prospectus. We have
not utilized an underwriter for this transaction. We will not receive any of
the proceeds from the sale of shares by the selling security holders. There
is no guarantee that the selling shareholders will offer or be able to offer
for sale their shares, and there is no guarantee that the company will be able
to sell the shares it is offering for sale. This is being conducted on a best
efforts basis. Our common stock is privately held. There is no established
public trading market for our common stock in the United States or in any other
country. We expect to receive approximately $2,350,000 for the sale of the
Company's share of common stock after deducting for expenses associated with
this offering. These proceeds will be used for general working capital purposes
including the recruitment of additional management and technical personnel and
the funding of additional research required to advance our technology into
human phase I trials. We have limited working capital and will require
additional capital to fund operating activities. We will use our working
capital and any additional financing we obtain in the future for operating
and administrative expenses and pre-clinical and clinical research related to
our technology and intellectual property.

WE ARE A DEVELOPMENT STAGE COMPANY WITH NO REVENUES. IT IS HIGHLY UNLIKELY THAT
WE WILL HAVE ANY REVENUES FOR SEVERAL YEARS. READERS ARE STRONGLY URGED TO READ
THE "RISK FACTORS" SECTION OF THIS PROSPECTUS.

BEFORE BUYING THE SHARES OF COMMON STOCK, CAREFULLY READ THIS PROSPECTUS.
THE PURCHASE OF OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

The information in this prospectus is not complete and may be changed.
The Selling Shareholders or the company may not sell the Shares until the
registration statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell the Shares and it is not
soliciting an offer to buy the Shares in any state where the offer or sale is
not permitted.

Investing in our common stock involves significant risks. See "Risk Factors"
beginning on page 11.

The date of this prospectus is August 15, 2011.

----------------------------- Page 2 -----------------------------------------


TABLE OF CONTENTS


Prospectus Summary                                                     Page 4

Summary Financial Data                                                 Page 10

Use of Proceeds                                                        Page 10

Price Range of Common Stock                                            Page 10

Risk Factors                                                           Page 11

Determination of Offering Price                                        Page 21

Selling Shareholders                                                   Page 22

Dividend Policy                                                        Page 24

Capitalization                                                         Page 24

Dilution                                                               Page 24

Management's Discussion and Analysis                                   Page 24

Quantitative and Qualitative Disclosures
about Market Risk                                                      Page 28

Stock Option Plan                                                      Page 29

Description of Our Business                                            Page 29

Directors and Executive Officers                                       Page 35

Executive Compensation                                                 Page 36

Experts                                                                Page 36

Where You Can Find Additional Information                              Page 36

Disclosure Controls and Procedures                                     Page 37

Index to Financial Statements                                          Page 37

(F-Pages)
Report of Independent Registered Public Accounting Firm
Audited Financial Statements
for the Years Ending December 31, 2010 and 2009.
Unaudited Financial Statements
for the Period Ending March 31, 2011 and 2010.

----------------------------- Page 3 ----------------------------------------


You should rely only on the information contained in this prospectus
and any filed supplements to this prospectus. We have not authorized any
other person to provide you with additional or different information. If
anyone provides you with additional or different information, you should
not rely on it. Offers or sales of these securities may not be made in any
jurisdiction where offers or sales are not permitted. You should assume
that the information appearing in this prospectus is accurate as of the date
on the front cover of this prospectus only. Our business, financial condition,
results of operations and other information may have changed materially since
that date.

                         PROSPECTUS SUMMARY

The items in the following summary are described in more detail later in this
prospectus. This summary does not contain all of the information you should
consider. Before investing in our common stock, you should read the entire
prospectus carefully, including the "Risk Factors" beginning on page 11 and
the financial statements and related notes beginning on page F-1. Unless the
context indicates otherwise, as used in this prospectus, the terms "Cardigant,
"our company," "we," "us" and "our" refer to Cardigant Medical, Inc.

Description of Business & Overview
Cardigant Medical Inc. was founded in April 2009 as a Delaware corporation.
We are a development stage biotechnology company headquartered on the greater
Los Angeles, CA area. We are focused on the use of biologics and
combination biologics and devices for the treatment of acute coronary syndromes
("ACS") and aortic valve stenosis ("AVS"). We have a very limited
operating history, but were formed to merge certain expertise in drug delivery
devices with academic work on a cholesterol drug compound. Our
primary focus is on treating atherosclerosis and plaque stabilization in
both the coronary and peripheral vasculature as well as stenosis of the aortic
valve using systemic delivery of large molecule therapeutics based on high
density lipoprotein ("HDL") targets. Our secondary focus is on the use of
targeted local delivery to reduce systemic exposure and drug dosage. We are
using a patented, synthetically modified protein based on the Apolipoprotein
A-I ("Apoa-1") structure found in HDL to address our primary focus.

We are utilizing proprietary delivery catheters for targeted local delivery to
achieve our secondary focus. Our lead drug product, known internally as CMI-121
is the result of more than 10 years of research on the function and
structure of the Apoa-1 protein.  Circulating Apoa-1 is a protein that in
humans is encoded by the Apoa-1 gene. It has a specific role in the metabolism
of lipids. Naturally occurring Apoa-1 is the major protein component of HDL
also known as the good cholesterol. The Apoa-1 protein constitutes roughly 70%
of the HDL particle composition. Circulating plasma levels of HDL have been
shown to be inversely correlated with coronary artery disease.

Our work has focused on the evaluation of various mutations of the genetic
sequence of the Apoa-1 protein, the design and development of various
drug delivery technologies and the optimization of drug and delivery
formulations. We have pre-clinically evaluated various mutations of the Apoa-1
protein as well as delivery methods to treat simulated stable and unstable
plaque lesions. The output of our work and previous academic work is
a patented Apoa-1 gene sequence and proprietary formulation that was
pre-clinically optimized to address the acute coronary syndrome patient. Our
recent and ongoing work is in preparation for a regulatory filing with the FDA
to evaluate the safety of our lead product candidate, CMI-121, in humans.
----------------------------- Page 4 -----------------------------------------

Disease State Overview
Cardiovascular disease consists of a broad group of diseases of the heart and
blood vessels. One of the most common cardiovascular diseases stems from the
progression of atherosclerosis. Atherosclerosis results from the
accumulation of fat and cholesterol in the artery wall, leading to plaque that
can cause narrowing and hardening of the arteries, eventually resulting in a
loss of elasticity and function. The process of atherosclerosis can lead to a
complete blockage or a rupture of the plaque causing a heart attack and or
stroke. Sixty eighty percent of all heart attacks are caused by a ruptured
plaque lesion with 935 thousand new and recurrent heart attacks in the US each
year (2009 American Heart Association Statistics). Unfortunately most
vulnerable plaque lesions are asymptomatic as the plaque buildup occurs within
the arterial wall and does not always substantially protrude into the vessel
causing any ischemic symptoms. As such intravascular diagnostic techniques such
as angiograms are often unable to detect a vulnerable plaque lesion. Upon
rupture of a plaque lesion, the arterial wall empties its lipid rich pool into
the blood stream where it can either cause a clot further downstream or simply
remain adjacent to the rupture site where it is eventually attacked by the body
causing a clot and complete or partial blockage. It has been established over
the course of scientific research spanning the last few decades that the risk
of cardiovascular disease can be reduced with proper cholesterol management.
Cholesterol is actually required for normal cell function and overall health.
Our bodies obtain cholesterol both through the foods we eat and by
manufacturing cholesterol inside some of our cells and organs. Cholesterol
either remains within the cell or is transported by the blood to various
organs. The major carriers for cholesterol in the blood are known as
lipoproteins, which are particles composed of fat and protein, including low
density lipoprotein ("LDL") and HDL. LDL delivers cholesterol to organs where
it can be used to produce hormones, maintain healthy cells or be transformed
into natural products that assist in the digestion of other lipids. HDL removes
excess cholesterol from arteries and tissues to transport it back to the liver
for elimination known as reverse cholesterol transport. In a healthy human
body, there is a balance between the delivery and removal of cholesterol from
the blood. Over time, however, an imbalance can occur in which there is too
much cholesterol delivery by LDL and too little cholesterol removal by HDL.
When people have a high level of LDL cholesterol and a low level of HDL
cholesterol, there is more cholesterol being deposited in the arterial walls
than being removed. This imbalance can contribute to cardiovascular disease.
The current treatments for high cholesterol levels primarily focus on the
reduction of LDL. While many widely prescribed LDL treatments such as statins
effectively slow the buildup of dangerous atherosclerotic plaque, they may do
little to reduce existing plaque. Statin drugs can also have a broad spectrum
of potential side effects including liver toxicity. Other treatments have
focused on the management of HDL.  The net effect of increasing HDL may be an
increase in the transport of cholesterol that leads to lower total body
cholesterol and a reduced risk of cardiovascular disease. In the acute coronary
syndrome patient, the patient can present with unstable angina or a myocardial
infarction otherwise known as a heart attack. While most heart attacks are
caused by a ruptured plaque lesion caused by an over accumulation of plaque
in the artery wall, this over accumulation can also be problematic in the
aftermath of an acute ischemic event such as a heart attack. When a heart
attack occurs, a region of the heart muscle is deprived of blood flow and
thereby oxygen. Often the treatment is the use of thrombolytics to break up
the clot or angioplasty and or stenting to open the restricted blood vessel.
In response to the transient ischemia and the subsequent reperfusion of oxygen
rich blood, the body responds in a cascade of events. These events include the
activation of the complement system and the up and down regulation of acute
phase proteins. The net result of this ischemia induced response is often
the release of granulocyte neutrophils, macrophages and pro-inflammatory
cytokines. These pro-inflammatory molecules often infiltrate adjacent coronary
sites and can be responsible for the conversion from stable to unstable of
additional blood vessel lesions. As a result, there is a high propensity for
repeat infarcts and elevated mortality within the subsequent six month time
period. Because of this additional risk, we believe there is a strong need for
a drug candidate that can effectively stabilize these plaque lesions in the
aftermath of an acute ischemic event.

----------------------------- Page 5 -----------------------------------------

Apoa-1 Overview
Wild type Apoa-1 is a protein that in humans is encoded by the Apoa-1 gene.
Its primary sequence is a 243 amino acid protein which has a highly specific
role in the excretion and metabolism of lipids. The Apoa-1 protein tertiary
sequence is largely a repeating alpha helical structure with specific binding
domains. Apoa-1 is the major protein component of HDL in plasma . The protein
comprises approximately 70% of the total protein content of HDL particles and
promotes cholesterol efflux from peripheral tissues to the liver for excretion
in a process known as reverse cholesterol transport ("RCT"). The exact method
of activation of the RCT process is still being evaluated, but it is known that
Apoa-1 has a specific interaction with the enzyme Lecithin Cholesterol
Acyltransferase ("LCAT"). LCAT is a major enzyme involved in the esterification
of free cholesterol present in circulating plasma lipoproteins and as such is
a major determinant of plasma HDL concentration. It is believed that the enzyme
is responsible for the conversion from a discoidal to spherical HDL particle
which can then take on cholesterol . Apoa-1 is a modulator of this interaction.
It has been shown that the Apoa-1 protein has strong anti-oxidant properties
as well. This is important as the oxidation of HDL particularly in the
pro-inflammatory environment of the acute coronary patient has been shown to
convert HDL from anti-inflammatory to pro-inflammatory. We believe that an
Apoa-1 mutation that exhibits higher anti-oxidant capacity will be a stronger
target than naturally occurring wild type Apoa-1. We have evaluated in animal
models our Apoa-1 mutation against the naturally occurring wild type sequence
and found it to possess stronger anti-oxidant properties.

Our Primary Product Candidate (CMI-121)
Our lead product candidate is known internally as CMI-121. CMI-121 was
iteratively designed to optimize and augment the function of RCT by optimizing
the amino acid sequence of the wild type Apoa-1. The product is the result of
more than 10 years of academic research on the structure and function of the
Apoa-1 protein and its role in promoting the removal of cholesterol from the
artery wall. CMI-121 consists of a patented, synthetic (non naturally
occurring) mutation of the Apoa-1 protein in a proprietary complex to be
administered systemically for the treatment of acute coronary syndromes.
CMI-121 has been evaluated in animal models of atherosclerosis against both
oxidation and the removal of cholesterol from target lesions.  We have found
CMI-121 to be superior in resisting oxidation and in the promotion of
cholesterol efflux of target vessels versus wild type Apoa-1 in the same
formulation. We have also evaluated CMI-121 against other known naturally
occurring mutations of Apoa-1 and also found CMI-121 either superior or
equivalent in effectiveness at both resistance to oxidation and the promotion
of RCT. Additionally we have evaluated CMI-121 in models of acute ischemia to
simulate the acute coronary patient and to optimize the drug formulation.
In these studies, CMI-121 was found to dampen the inflammatory environment and
reduce myocardial remodeling following a simulated heart attack. We have
secured US rights and cooperation from the inventor, Dr. Kyun-Hyun Cho of
Yeungnam University in South Korea.

----------------------------- Page 6 -----------------------------------------

Secondary Product Candidates
We have chosen to evaluate the safety and effectiveness of CMI-121 in a first
in man ("FIM") environment utilizing a systemic delivery route of
administration. We believe this provides the most direct regulatory path to
establish a safety and efficacy profile of our drug. However, we have designed
and developed delivery technology and conducted animal studies on the
effectiveness of targeted local delivery of CMI-121 and other Apoa-1
formulations utilizing two of our proprietary delivery devices. We believe the
local delivery of CMI-121 may have increased benefits over systemic
administration in certain clinical settings. Additionally we believe that
targeted local delivery may provide an enhanced safety profile and reduce
product costs due to reduced drug dosing. We have evaluated targeted delivery
to the perivascular regions of the peripheral vasculature and to the isolated
aortic valve and have studied the effectiveness of lower dose responses. We
believe that CMI-121 in combination with our proprietary delivery catheters
may provide enhanced clinical outcomes and be readily adopted as an adjunctive
administration to commonly performed percutaneous interventions.

Our Business Strategy
Our goal is to establish clinical proof of concept for our CMI-121 product and
then selectively pursue strategic collaborations for the commercialization for
our product candidates. We also expect to seek partners in selective regions
to help shoulder some of the financial and development burden for the global
clinical development of CMI-121. Our motivation for doing this is to reduce
the amount of capital necessary to be raised, reduce potential shareholder
dilution and increase speed through the clinical trial process. While we
recognize that multiple disease segments can be potentially treated with our
technology, we would like to remain focused on establishing proof of concept
and continuing clinical trials for the acute coronary syndrome patient and
those suffering from moderate aortic valve stenosis. We believe these two
indications provide the best chance of success and adequate return on
investment for our shareholders.

We currently have a small lab space where we conduct in vitro experiments and
produce products for our pre-clinical studies, however, this lab space is not
sufficient to conduct GLP studies or produce clinical grade CMI-121. We
currently outsource our in vivo studies and plan to continue outsourcing most
of our in vivo work including establishing GMP production for CMI-121. We
believe this allows us to better control costs and manage the risk associated
with a changing regulatory environment. We have basic processes covering the
manufacture of CMI-121 in pilot scale quantities and will likely need to spend
considerable efforts scaling up this process and transferring it to a 3rd party
contract manufacturer. We currently work with a contract manufacturer but will
still need to spend time scaling up the manufacturing process for GMP
compliance.

----------------------------- Page 7 -----------------------------------------

RISKS RELATED TO OUR BUSINESS
Our business and our ability to realize the potential advantages of our
technology are subject to a number of risks which should be considered before
making an investment decision. These risks are discussed more fully in the
"Risk Factors" section located on page 11 of this prospectus following this
prospectus summary. Some of the more substantial risks that should be taken
into account when considering an investment in our shares include but are
not limited to the following:

We have a very limited operating history. We have incurred losses since our
inception in April of 2009 and we expect to continue to incur substantial
losses for the foreseeable future. We may never achieve or maintain
profitability. We are currently understaffed. While we are recruiting for key
technical positions, we may be unable to fill these positions or retain the
talent and relationships we currently have. We may be unable to compete with
better capitalized and or technically managed companies targeting similar
diseases using similar technological approaches.

Our current financial position includes a lack of capitalization necessary
to execute on our business plan. This requires that we raise additional funds.
This will result in dilution to shareholders, and we may be unable to raise
any additional capital or raise capital on attractive terms. Our ability to
continue our research and conduct clinical trials also involves a significant
amount of capital of which we may not be able to raise in sufficient quantity
and of which we do not currently possess. The manufacturing of CMI-121 is
expensive and difficult. We may be unable to establish a scalable process that
is either cost effective and or in sufficient commercial or clinical
quantities.

The nature of our business and technology is highly complex and our lead
product candidate simply may not work for its intended clinical application.

The eventual sale of CMI-121 will be subject to numerous regulatory challenges
imposed by the FDA and regulatory bodies in other countries. We may be unable
to comply with these regulations and gain approval for the sale of CMI-121 in
any region of the world.

There is currently no market for the trading of our shares and there is no
guarantee that one will develop or at what prices and volume.

Corporate Information
We were incorporated in Delaware in April 2009. Our principal executive office
is located at 1500 Rosecrans Avenue, Suite 500, Manhattan Beach, CA 90266. We
have laboratory space in Pasadena, CA. Our telephone number is (310) 421-8654.
Our website address is www.cardigant.com. Information contained in, or
accessible through, our website does not constitute a part of, and is not
incorporated into, this prospectus. Our fiscal year end is December 31.

----------------------------- Page 8 -----------------------------------------

Special Note Regarding Forward-Looking Statements
The SEC encourages companies to disclose forward-looking information so that
investors can better understand a company's future prospects and make informed
investment decisions. We make these types of statements directly in this
prospectus. Words such as "anticipates," "estimates," "expects," "projects,"
"intends," "plans," "believes" and words or terms of similar substance used in
connection with any discussion of future operating results or financial
performance identify forward-looking statements.

All forward-looking statements reflect our present expectation of future events
and are subject to a number of important factors and uncertainties that could
cause actual results to differ materially from those described in the
forward-looking statements. The factors listed in the "Risk Factors" section
below, as well as any cautionary language in this prospectus, provide examples
of these risks and uncertainties. You are cautioned not to place undue reliance
on the forward-looking statements, which speak only as of the date of this
prospectus. We are under no obligation, and expressly disclaim any obligation,
to update or alter any forward-looking statements, whether as a result of new
information, future events or otherwise, subject to our obligations under
federal securities laws.

----------------------------- Page 9 -----------------------------------------

SUMMARY FINANCIAL DATA
You should read the following summary financial data together with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and our financial statements for the year ended December 31, 2010
and the period ending March 31, 2011 and accompanying notes included later in
this prospectus. The selected financial data in this section is not intended
to replace our financial statements and the accompanying notes.


Summary Financial Data

                                         For the Year Ended     From Date of Inception (April 17, 2009 to    For the Quarter Ended

                                           12/31/2010                              12/31/2009                     3/31/2011
                                                                                                            
Revenue                                       $60,200                                 $0                             $110,550

Research & Development                        $149,881                                $120,386                       $27,565
Selling, General & Administrative             $39,761                                 $57,227                        $8,375
Total Operating Expenses                      $189,642                                $177,613                       $35,940
Net Loss                                      ($131,473)                              ($178,174)                     $73,886
Net (Loss) per Basic Share                    $(0.01)                                 N/A                            $0.01
Basic Shares Outstanding                      11,149,750                              1,500                          11,153,250

Balance Sheet Data
Cash & Cash Equivalents                       $57,831                                 $11,308                        $153,133
Total Assets                                  $59,730                                 $11,308                        $154,333
Total Current Liabilities                     $289,726                                $189,480                       $309,743


USE OF PROCEEDS
The selling security holders may offer and sell the shares of common stock
covered by this prospectus from time to time at prices they determine.
We will not receive any of the proceeds from the sale of shares of our common
stock by the selling shareholders. For the sale of stock offered by the
Company, we will use these funds for general working capital including but not
limited to the continued development of CMI-121, the recruitment of additional
technical personnel and the preparation of our regulatory filing for a
clinical trial of CMI-121 in the US.

PRICE RANGE OF COMMON STOCK
There is no established public trading market for our common stock in the
United States or in any other country.

----------------------------- Page 10 ----------------------------------------

RISK FACTORS
Investing in our common stock involves a high degree of risk. You should
carefully consider the risks described below, as well as the other information
included in this prospectus, before you decide to purchase shares of our
common stock. If any of the following risks actually occurs, they may harm our
business, prospects, financial condition and operating results. As a result,
the trading price of our common stock if a market develops could decline and
you could lose part or all of your investment.

RISKS RELATED TO OUR BUSINESS
We have extremely limited operating history.

We have incurred losses since our inception in April 2009 and will continue to
incur losses until we receive a product approval. Even if we are able to
receive product approval, we may be unable to become or maintain profitability.
Most of our activities since our inception have focused on organization,
startup and securing appropriate rights to our product. We have not completed
development of our product candidate necessary to initiate a phase I study in
the US. Because of the numerous risks associated with drug development, we
are unable to predict whether our development efforts will be successful.
Additionally, we are lacking a strong development infrastructure that will be
required for successfully executing on a complex technology development
program.

We expect to continue to incur significant operating expenses and anticipate
that our expenses and losses will increase in the foreseeable future
as we seek to:

 - complete our pre-clinical testing in preparation for a regulatory
 submission for a First in Man study;

 - initiate our US First in Man study;

 - hire additional key clinical and scientific personnel;

 - complete validation of our product manufacturing;

 - scale up our manufacturing for clinical quantities and GMP production;

 - maintain, expand and defend our intellectual property portfolio;

 - hire financial and accounting personnel as well as augment our internal
control policies and procedures required for expanding our operations and
our status as a public company.

----------------------------- Page 11 ----------------------------------------

To become and remain profitable, we must succeed in developing and eventually
commercializing our product with significant market potential. This will
require us to be successful in a range of challenging activities, including
successfully completing preclinical and in vitro testing and clinical trials
of our product candidate, obtaining regulatory approvals, manufacturing
validation and establishing sufficient sales and marketing infrastructure.
Our failure to become and remain profitable would depress the market price
of our common stock and could impair our ability to raise capital, expand
our business or continue our operations. A decline in the market price of
our common stock could also cause a loss of all or part of any investment
in our common stock.

We will need substantial additional funding and may be unable to raise
capital when needed, which would force us to delay, reduce or eliminate our
product development programs or commercialization efforts.

We are a development stage company and have no commercial products. Our
product candidate is still being developed and will require significant
additional pre-clinical, in vitro and clinical development and additional
investment before it can be commercialized. We anticipate that our most
advanced product candidate, CMI-121, will not be commercially available
for several years, if it becomes available at all.

Our research and development expenses will continue to increase in connection
with our ongoing activities. If we are unable to raise additional funding
as needed or on attractive terms, we would be forced to delay, reduce or
abandon our development and commercialization efforts.

Our future capital requirements will depend on many factors, including:

 - the progress and results of our research and preclinical development
 programs;

 - the scale, progress, results, costs, timing and outcomes of any clinical
trials of our product candidate;

 - the costs of contracting, operating, expanding and enhancing our contract
 manufacturing facilities and capabilities to support our pre-clinical and
 clinical activities and, if our product candidates are approved, our
 commercialization activities;

 - the costs of maintaining, increasing and defending our intellectual
 property portfolio, including potential litigation costs and liabilities;

As a result of these factors, we will need to seek additional funding following
this offering. We would likely seek such funding through public or private
financings or some combination of the two. We might also seek funding through
collaborative arrangements if we determine them to be necessary or mutually
beneficial. Additional funding may not be available to us on acceptable terms,
or at all. If we obtain capital through strategic arrangements, these
arrangements could require us to relinquish rights to our technology or
product candidates and could result in our receiving only a portion of
any revenues associated with the collaborative project. If we raise capital
through the sale of equity, or securities convertible into equity, it would
result in dilution to our then existing stockholders. If we raise additional
capital through the incurrence of indebtedness, we would likely become subject
to loan covenants restricting our business activities, and holders of debt
instruments would have senior rights and privileges to those of our equity
investors. In addition, servicing the interest and principal repayment
obligations under debt facilities could divert funds that would otherwise be
available to support research and development, clinical or commercialization
activities.
----------------------------- Page 12 ----------------------------------------

If we are unable to obtain adequate financing on a timely basis, we may be
required to delay, reduce or eliminate our technology development programs.
This scenario could cause us to accept terms at less than attractive rates
which could increase then shareholders dilution and could possible decrease
the value of our common stock.

Our operating history may make it difficult for you to evaluate the success of
our business to date and to assess our future viability.

Our operations to date have been extremely limited and as such will not
provide a reasonable ability for you to gage management's ability to
successfully manage and execute on a complex technology development program
such as is contemplated herein. We have not yet demonstrated our ability to
complete clinical studies, obtain regulatory approvals and manufacture a
commercial scale product to GMP standards. This burden will become more
difficult due to the increased requirements for public company reporting.

Our failure to perform on any of these items could hinder our ability to
commercialize our technology or raise additional funds as may be needed.
Additionally as we have an operating history that began  during 2009, it
will be more difficult to ascertain through study of the financial statements
any future trends to be understood by comparatively looking at past
performance.

If we are not able to retain and recruit qualified management and technical
personnel, we may fail in developing or commercializing our technologies and
product candidates.

Our future success depends to a significant extent on the skills, experience
and efforts of our scientific and management teams, including Jerett A. Creed
our Chief Executive Officer and our Chief Financial Officer, Ralph
Sinibaldi,PhD our Chief Scientific Officer, and Emerson Perin, MD, PhD our
Chief Medical Officer. While we have other scientific consultants currently
working for us, our near term efforts will depend entirely on our current
management until we augment our management team with non consulting personnel.
Additionally, we rely heavily on external consultants for scientific,
regulatory, legal, and financial advice. It is our intent to recruit for these
positions in the near term, however, we may be unable to find qualified talent
at market rates. Additionally our ability to recruit and retain the required
talent may be tied to our ability to pay market rates for which we may not
have sufficient funding. We may have to rely more extensively on our Stock
Option plan to recruit and retain talent. In the event that we need to rely
on our Stock Option plan, our then non employee shareholders may be subject
to additional dilution. A loss of any of our key personnel including advisors
and consultants could compromise our ability to execute our business plan.

We have no independent board representation or independent audit or
compensation committees.

We currently have one board member, Jerett A. Creed with Ralph Sinibaldi, PhD.
serving as advisor. As such we do not have any independent board
representation of our shareholders. We expect to appoint independent board
members and committee members within the next 6 months coinciding with the
hiring of additional key management, but there is no guarantee that this
will happen in a timely manner or at all.

----------------------------- Page 13 ----------------------------------------

RISKS RELATED TO THE DEVELOPMENT OF OUR PRODUCT CANDIDATE

If a clinical trial of our product candidate fails to demonstrate safety and
or efficacy to the satisfaction of a regulatory body or does not otherwise
meet primary clinical endpoints, we may incur additional costs or experience
delays in completing, or ultimately be unable to complete, the development
and commercialization of our product candidates.

Before a regulatory approval may be granted for the sale of our product,
we must conduct extensive clinical trials to demonstrate the safety and
efficacy of our product candidates in humans. Clinical testing is expensive,
difficult to design and implement, can take many years to complete and is
uncertain as to the outcome. A failure of one or more of our clinical trials
can occur at any stage of testing. We may experience numerous unforeseen
events during, or as a result of, clinical trials that could delay or prevent
our ability to receive regulatory approval or commercialize our product
candidates, including:

 - regulators or institutional review boards may not authorize us or our
 investigators to commence a clinical trial or conduct a clinical trial at a
 prospective trial site;

 - clinical trials of our product candidates may produce negative or
 inconclusive results, and we may decide, or regulators may require us, to
 conduct additional clinical trials or abandon our product development program
that we think might be promising;

 - the number of patients required for clinical trials of our product
candidates may be larger than we anticipate, enrollment in these clinical
trials may be slower than we anticipate, or participants may drop out of
these clinical trials at a higher rate than we anticipate;

 - our third party contractors may fail to comply with regulatory requirements
or meet their contractual obligations to us in a timely manner or at all;

 - we might have to suspend or terminate clinical trials of our product
candidates for various reasons, including a finding that the participants
are being exposed to unacceptable health risks;

 - regulators or institutional review boards may require that we or our
investigators suspend or terminate clinical research for various reasons,
including noncompliance with regulatory requirements;

 - the cost of clinical trials of our product  may be greater than we
anticipate;

 - the supply or quality of our product or other materials necessary to
 conduct clinical trials of our product candidates may be insufficient
 or inadequate; and

 - our product may have undesirable side effects or other unexpected
characteristics, causing us or our investigators to halt or terminate
the trials.

If any of the above scenarios were to occur, our ability to continue
our development program may be irreparably impaired. We may not be able
to raise additional funding that would be required to conduct additional
pre-clinical testing, our liability insurance may be inadequate for the
potential risks that our patients are exposed to and we may be unable to
convince a regulatory review board to initiate or continue testing of our
product.

----------------------------- Page 14 ----------------------------------------

The results of preclinical studies may not correlate with the results of human
clinical trials. Additionally early stage clinical trial results do not
ensure success in later stage clinical trials and interim trial results are
not always predictive of final trial results.

We have not conducted any clinical proof of concept studies. Because our
product candidate is not a naturally occurring compound, there is limited
human data that we can leverage for safety. If we are successful in gaining
regulatory approval for the initiation of a First in Man study, we may not
realize the same results we have seen pre-clinically. Additionally, a
successful phase I proof of concept study does not in any way guarantee
similar results for larger scale phase I/II trials. In order to establish
statistical significance, the patient sample sizes may have to be increased
based on the data obtained. This would delay our development and require
additional capital which we may not have or be able to raise. As we progress
through our clinical development, we may discover new information calling into
question the safety or efficacy of our product as we examine larger sets of
data. This would require us to examine our overall program and potentially
result in the abandonment of our development efforts.

We may experience delays in enrolling patients in clinical trials of our
product candidates, which could delay or prevent the necessary regulatory
approvals.

We may not be able to initiate or continue clinical trials of CMI-121 if we
are unable to locate and enroll a sufficient number of eligible patients to
participate in the clinical trials required by a regulatory authority. We
may also be unable to engage a sufficient number of clinical trial sites to
conduct our trials or convince patients to consent to a new treatment modality.

If CMI-121 is not demonstrated in clinical trials to be safe and effective for
our stated indications, the value of our technology, common stock and our
development programs would be significantly reduced.

We have not proven in clinical trials that CMI-121 will be safe and effective
for the indications for which we intend to seek approval. CMI-121is
susceptible to various risks, including undesirable and unintended side
effects, inadequate therapeutic efficacy or other characteristics that may
prevent or limit  potential regulatory approval or commercial use. The design
of clinical trials is complex and there are often many confounding factors
related to the successful achievement of meeting primary and secondary
endpoints. We may not be able to meet all of the endpoints originally
contemplated in a clinical protocol. Our inability to establish proof of
concept clinical efficacy could render the value of our common stock worthless.

----------------------------- Page 15 ----------------------------------------

RISKS RELATED TO THE COMMERCIALIZATION OF OUR PRODUCT CANDIDATES

Our product candidate is based on a novel biologic combination that may not be
well understood by or accepted by the market.

We face significant hurdles to executing our development plan through clinical
trials and regulatory approval. We may receive the required regulatory
approval and have limited commercial success because our technology is not well
understood, too complex to administer, too expensive or simply displaced by
better data from another product.

The degree of physician and patient acceptance of our product candidate will
depend on many factors, including:

 - the clinical safety and efficacy of our product, the availability of
 alternative treatments and the perceived advantages of our product candidates
over any alternative treatments;

 - the relative convenience and ease of administration, dosing tolerability and
skill level required to deliver our product;

 - the frequency and severity of adverse clinical events or other undesirable
side effects involving our product; and

 - the cost of our product, the reimbursement policies of government and
third-party payors and our ability to obtain sufficient third-party coverage
or reimbursement.

We face substantial competition from better capitalized, managed and
experienced companies.

Due to the severity of the disease state we are targeting, there are
significant research and development efforts ongoing from many large
multinational pharmaceutical companies. These companies have proven track
records of development, are better capitalized and often have more established
relationships with academic and government organizations that may give them
substantial advantages over us to commercialize competing or potentially
disruptive technologies.

Our ability to establish and maintain profitability will be dependent on the
available levels of government and third party reimbursement.

We will have limited ability to establish the reimbursement rates for our
product. We are at risk that even with successful clinical trials and
regulatory approvals, we may not be able to obtain any government or third
party reimbursement, the reimbursement rates may be delayed pending additional
data or the reimbursement rates may be lower than anticipated by us. While we
can potentially influence the reimbursement rates by designing clinical studies
to specifically address quality of life and recurrence rates, the design of
these trials is expensive and may require these trials to be separate from our
primary clinical development pathway. There is no guarantee that even if these
trials were completed, that we would be successful in establishing a timely
and market rate for our product.
----------------------------- Page 16 ----------------------------------------

We have very limited experience manufacturing our product. We may not be able
to contract or manufacture our product in compliance with evolving regulatory
standards or in quantities sufficient for clinical or commercial sale.

The manufacture of biologic products is complex and expensive. We may be unable
to transition our process from a pilot scale to a commercial scale at all or at
a rate that is commercially feasible. There is no guarantee that our current
contract manufacturer will continue to be able to meet our demand or be willing
to further our process development efforts. If this were to happen, we would be
forced to seek alternative contract manufacturers and incur substantial process
transfer costs. There is no guarantee that our process could be successfully
transferred to a new plant location. We are completely dependent on third
parties for the supply and process development of our product at this time.
We do not currently have any in house lab facilities suitable to produce large
scale biologic products. Additionally our most knowledgeable process experts
for the manufacture of our product are outside advisors including the inventor
of the protein. There is no guarantee that we can keep his involvement in this
project.

The use of our product in humans may expose us to liability, and we may not be
able to obtain adequate insurance for these claims.

The use of our product in humans subjects us to potential liability. Our
product has not been tested in human subjects and therefore does not have an
established safety profile. We face the risk of product liability related to
the testing of our product in human clinical trials and will face an increased
risk if we sell our product commercially.

If we were to face product litigation, there is no guarantee that we would
have sufficient insurance coverage to defend us. We currently maintain a
$2million general liability policy to cover our lab work, but this policy
would not cover any clinical trial liabilities. We do require our pre-clinical
sites to carry sufficient liability to cover the employees who may come in
contact with our product. Any litigation we would be involved in would likely
consume substantial amounts of our financial and management resources and
could result in:

 - significant monetary awards against us;

 - substantial litigation costs and attorneys fees;

 - damage to our reputation;

 - slower or stopped clinical trial enrollment; and

 - a decrease or complete loss in the value of our common shares.
----------------------------- Page 17 ----------------------------------------

RISKS RELATED TO OUR INTELLECTUAL PROPERTY

If we are unable to defend our patent position, others could directly compete
against us.

Our success largely depends on our ability to establish and maintain
intellectual property protection for our product. Our technology is based on
one issued patent that covers both a gene and protein that is not naturally
occurring. There is currently litigation going before the United States
Supreme Court known as the Myriad case. This case is challenging the
patentability of naturally occurring gene sequences. The outcome of this case
has the potential to prevent the patenting of naturally occurring gene
sequences. While our patent is for a non-naturally occurring gene sequence,
there are many naturally occurring mutations that are constantly discovered.
If our gene sequence were to be discovered in nature, the outcome of this
case could adversely affect us.

We have patent protection in the United States for our product. Additionally
we may file method patents covering potential novel ways of using and
delivering our technology, however, there is no guarantee that any method
patents will be granted in the United States or in any other country we may
seek protection or that they will serve as a barrier from competition from
better funded or staffed organizations. Additionally the protection afforded
by international patent laws as well as the enforcement actions differ from
country to country. There is no guarantee that we will be able to maintain
adequate protection or enforcement of our intellectual property position.

If we fail to comply with our obligations in our patent license agreements,
our patent rights could be diminished or eliminated.

We currently have one licensing Agreement with Yeungnam University covering
the license of our lead product. This license agreement subjects us to certain
time, performance and monetary obligations. We do not have any financial
obligations due within the next 2 years, however, any dispute arising over
this agreement or our performance under the terms of the contract would
adversely affect our ability to protect our product against competition.

If we infringe or are alleged to infringe intellectual property rights of
third parties, our business could be harmed.

Our research, development and commercialization activities may infringe or be
claimed to infringe patents owned by third parties to whom we do not hold
licenses or other rights. There may be applications that have been filed but
not published that, when issued or placed in the public domain, could be
claimed against us. These third parties could bring claims against us that
would cause us to incur substantial expenses. If these claims against us are
successfully litigated, it could result in substantial monetary damages that
we may be unable to pay or would hinder or ability to further our development
efforts. If a patent infringement suit were brought against us, we could be
forced to stop or delay our development efforts pending the outcome of the
litigation.

----------------------------- Page 18 ----------------------------------------

We may be brought into a lawsuit to defend our intellectual property or that
of third party collaborators.

In the event that a competitor infringes our or our collaborator's property,
we may be required to defend the patent right of our collaborators. These types
of cases can be distracting and costly to management. If this were to happen,
our development programs could be reduced or stopped to allow our limited
resources to focus on the case. Additionally as these types of cases often
require substantial discovery, there is risk that some of our confidential
information could be misappropriated through outside disclosure.

RISKS RELATED TO REGULATORY APPROVAL AND OTHER GOVERNMENTAL REGULATIONS

If we are not able to obtain the necessary regulatory approvals for any of
our product candidates, we may not generate sufficient revenues to continue
our business operations.

Obtaining regulatory approval is a complex and timely process. There are
numerous factors that may limit our ability to obtain regulatory approval
in the US or internationally. Failure to achieve approval in any country
where a clinical trial is conducted could have adverse effects on our financial
condition.

Any or all of the following factors, among others, may cause regulatory
approval for our product to be delayed, limited in marketing scope or denied:

 - our product candidate will requires significant clinical testing to
demonstrate safety and efficacy before applications for approval can be filed
with a regulatory body;

 - data obtained from pre-clinical and clinical trials can be interpreted
 in different ways, and regulatory bodies may require us to conduct additional
testing;

 - it may take many years to complete the testing of our product candidates,
and failure can occur at any stage of the clinical trial process;

 - Failure to meet clinical endpoints or the occurrence of serious or
unexpected adverse events during a clinical trial could cause the delay or
termination of our  development efforts;

 - commercialization may be delayed if a regulatory body requires us to expand
the size and scope of the clinical trials.

Any delays or difficulties that we encounter in obtaining regulatory approval
could have a substantial adverse impact on our ability to generate product
sales and cause a decrease in the value of our common stock.

----------------------------- Page 19 ----------------------------------------


If we are unable to complete our clinical trial program in a cost and time
as contemplated by our business plan, we may be adversely impacted.

Our clinical trial program can be delayed for numerous reasons, many of which
may be beyond our control. The completion of our clinical trials may be delayed
or terminated for many reasons, including if:

 - the FDA or other regulatory authority does not grant permission to proceed
and places the trial on clinical hold;

 - subjects do not enroll in our clinical trials at the rate we expect;

 - subjects experience an unacceptable rate or severity of adverse side
effects;

 - third party clinical investigators do not perform our clinical trials
on our anticipated schedule or consistent with the clinical trial protocol,
good clinical practices required by the FDA and other regulatory requirements,
or other third parties do not perform data collection and analysis in a timely
or accurate manner; or

 - inspections of clinical trial sites by the FDA or by institutional review
boards of research institutions participating in our clinical trials, reveal
regulatory violations that require us to undertake corrective action, suspend
or terminate one or more sites, or prohibit us from using some or all of the
data in support of our marketing applications; or

Our expenses will increase if we have material delays in our clinical trials,
or if we are required to modify, terminate or repeat a clinical trial. If we
are unable to conduct our clinical trials on schedule, a regulatory approval
may be delayed or denied by the FDA or other regulatory body. This event could
cause a decrease in the value of our common stock.

Any product for which we obtain marketing approval will be subject to extensive
ongoing regulatory requirements.

Because our technology deals with a biologic, there is potential that the FDA
or any other regulatory body may require us to follow our clinical trial
participants for an extended period of time. This requirement may be
independent from a regulatory approval but could potentially increase our
costs or subject us to additional risk as we may discover additional data
points that were not available previously. Extended monitoring times or
costs could reduce or eliminate our ability to become or maintain
profitability. Additionally adverse events discovered as a result of a post
market approval monitoring could still require us to pull our product from
the market and reduce our ability to generate revenue.

RISKS RELATED TO THE PURCHASE OF OUR COMMON STOCK AND PARTICIPATION IN THIS
OFFERING

There may not be an active market for the trading of our common stock
Prior to this offering, there has been no public market for our common stock.
We have no market makers for our common stock, no market price for our stock
and no active following of our company. There is no guarantee that a market
will develop for our shares. If a market does not develop, it may be difficult
to sell shares of our common stock. Additionally, as this is the first time
our current shareholders will have the ability to sell their shares to the
public, there may be an imbalance of sellers versus buyers causing any
developed share price to decline.

If a market develops, the trading of our common stock is likely to be thin and
volatile.

As there is no established track record of share price and performance for
our company, it is likely that it will take some time to develop a market
and a following of our stock if one develops at all. Additionally the market
for biotechnology companies in particular can be volatile. The market can
often react to any news that may or may not directly involve the company
if it is perceived that it effects the environment in which the company
operates. This can include:

 - results of clinical trials of our technology or those of our competitors;

 - regulatory or legal developments in the United States and foreign countries;

 - variations in our financial results or those of companies that are perceived
to be similar to us;

 - changes in the structure of healthcare payment systems;

 - sales of substantial amounts of our stock by existing stockholders;

 - sales of our stock by insiders and large stockholders;

 - general economic, industry and market conditions;

 - additions or departures of key personnel;

 - intellectual property, product liability or other litigation against us;

 - expiration or termination of our potential relationships with collaborators;
and

 - other factors described in the "Risk Factors" section.

----------------------------- Page 20 ----------------------------------------


Additionally it is not uncommon for shareholders of biotechnology companies to
initiate class action lawsuits against companies that have experienced periods
of extreme volatility in the share price. If we were to be subject to such a
lawsuit, we would likely incur a substantial cash drain as well as the
distraction of key management personnel.

If you purchase shares of our common stock, you are likely to incur significant
dilution.

We will need to raise additional cash to continue our development efforts.
As there is uncertainty in the market that may develop for our common shares
as well as the established market price, there is no guarantee that a future
fund raising activity will be done at per share prices above what was paid in
this offering or in the open market during this time. Additionally as we will
be recruiting for additional senior executive positions, it is likely that
stock options will be granted. We may also utilize warrants to further
incentivize some of our key consultants.

A significant concentration of our total issue shares are held by our founder
and Chief Executive Officer. Approximately 98% of our total issued shares are
held directly or through entities controlled by our founder and Chief Executive
Officer. This could make it very difficult for shareholders to exert influence
over the strategic direction of the company. If all shares are sold (not
including over allotment), our founder will still control approximately 86% of
our issued and outstanding shares. Including over allotment, this number will
go down to 81%

As a reporting entity, we may be subject to Section 404 of the Sarbanes-Oxley
Act.

Among other things, this act requires our Chief Executive and Chief Financial
Officers to attest to the relevant strength over internal controls and the
quality of financial reporting. Our CEO and CFO positions are currently
held by Mr. Jerett A. Creed. While we expect to hire a CFO in the near term,
there is no guarantee that we will be able to find a suitable candidate.
Additionally Section 404 requires the identification of material weakness in
the internal control over financial reporting process. We are in the early
stages of building an internal control infrastructure that is appropriate for
our size and level of complexity. As such we may have to identify several
material weaknesses that exist which may negatively impact the value of our
common stock.

DETERMINATION OF OFFERING PRICE

The offering price has been estimated solely for the purpose of calculating the
registration fee payable to the Securities and Exchange Commission in
connection with this prospectus.  The offering price is not an indication
of value nor has it been established by any recognized methodology for deriving
the value of the Shares.

----------------------------- Page 21 ----------------------------------------

SELLING SHAREHOLDERS AND PLAN OF DISTRIBUTION

The registration statement, of which this prospectus forms a part, relates to
our registration, for the account of the Selling Shareholders listed below,
of an aggregate of 500,000 shares of common stock and to the sale of up to
2,000,000 of the Company's common stock.

The sale of the selling shareholders' Shares by the selling shareholders
may be effected from time to time in transactions, which may include block
transactions by or for the account of the selling shareholders, in the
over-the-counter market or in negotiated transactions, or through the writing
of options on the selling shareholders' shares, a combination of these methods
of sale, or otherwise. Sales may be made at market prices prevailing at the
time of sale, or at negotiated prices. We are not aware of any underwriting
arrangements that have been entered into by the selling shareholders.  We
will file a post-effective amendment to our registration statement with the
SEC if any selling shareholder enters into an agreement to sell shares through
broker-dealers acting as principals after the date of this prospectus.

The Selling Shareholders, during the time each is engaged in distributing
shares covered by this prospectus, must comply with the requirements of
Regulation M under the Exchange Act.  Generally, under those rules and
regulations they may not: (i) engage in any stabilization activity in
connection with our securities, and (ii) bid for or purchase any of our
securities or attempt to induce any person to purchase any of our
securities other than as permitted under the Exchange Act.

The selling shareholders and broker-dealers, if any, acting in connection
with these sales might be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act. Any commission they receive and any profit
upon the resale of the securities might be deemed to be underwriting discounts
and commissions under the Securities Act.

Rules 15g-1 through 15g-9 promulgated under the Securities Exchange Act of
1934, as amended, impose sales practice and disclosure requirements on FINRA
broker-dealers who make a market in "a penny stock".  A penny stock generally
includes any non-FINRA equity security that has a market price of less than
$5.00 per share. Our shares may be quoted on the OTC Bulletin Board, and the
price of our shares may fall within a range which would cause our shares to
be considered a "penny stock".  The additional sales practice and disclosure
requirements imposed upon broker-dealers handling "penny stocks" may
discourage broker-dealers from effecting transactions in our shares, which
could severely limit the market liquidity of the shares and impede the sale
of our shares in the market.

Under the "penny stock" regulations, a broker-dealer selling "penny stocks"
to anyone other than an established customer or "accredited investor"
(generally, an individual with net worth in excess of $1,000,000 or an annual
income exceeding $200,000, or $300,000 together with his or her spouse) must
make a special suitability determination for the purchaser and must receive
the purchaser's written consent to the transaction prior to purchase, unless
the broker-dealer or the transaction is otherwise exempt. In addition, the
"penny stock" regulations require the broker-dealer to deliver, prior to any
transaction involving a "penny stock," a disclosure schedule prepared by the
Commission relating to the "penny stock" market, unless the broker-dealer or
the transaction is otherwise exempt. A broker-dealer is also required to
disclose commissions payable to the broker-dealer and the registered
representative and current quotations for the securities.  Finally, a
broker-dealer is required to send monthly statements disclosing recent price
information with respect to the "penny stock" held in a customer's account and
information with respect to the limited market in "penny stocks."  All of the
foregoing may affect the marketability of our securities.

Sales of any shares of common stock by the selling shareholders may depress the
price of the common stock in any market that may develop for the common stock.

At the time a particular offer of the shares is made by or on behalf of a
selling stockholder, to the extent required, a prospectus supplement will be
distributed which will set forth the number of shares being offered and the
terms of the offering, including the name or names of any underwriters,
dealers, or agents, the purchase price paid by any underwriter for shares
purchased from the selling stockholder and any discounts commissions, or
concessions allowed or re-allowed or paid to dealers, and the proposed selling
price to the public. Under the Securities Exchange Act of 1934, as amended, and
its regulations, any person engaged in the distribution of shares of common
stock offered by this prospectus may not simultaneously engage in market-making
activities with respect to the common stock during the applicable "cooling off"
period prior to the commencement of this distribution.  In addition,
and without limiting the foregoing, the selling shareholders will be subject to
applicable provisions of the Exchange Act and its rules and regulations,
including without limitation Regulation M promulgated under the Exchange Act,
in connection with transactions in the shares, which provisions may limit the
timing of purchases and sales of shares of common stock by the selling
shareholders.

The following table sets forth information known to us regarding ownership of
our common stock by each of the selling shareholders as of the date hereof and
as adjusted to reflect the sale of shares offered by this prospectus.  None of
the selling shareholders has had any position with, held any office of, or had
any other material relationship with us since our inception except for our
Chief Executive Officer (Jerett Creed) and our Chief Scientific Officer
(Ralph Sinibaldi).

We believe based on information supplied by the following persons that the
persons named in this table have sole voting and investment power with respect
to all shares of common stock which they beneficially own.  Because the selling
shareholders may sell all or only a portion of the 500,000 shares of common
stock registered hereby, we cannot estimate the number of these shares that
will be held by the selling shareholders upon termination of the offering.
The information in the last column of the table below assumes that the selling
shareholders sell all of their shares offered in this prospectus.

----------------------------- Page 22 ----------------------------------------


SELLING SHAREHOLDERS


Shareholder                   Number of Shares Owned         Relationship with Issuer    Shares Owned After Offering
                                                                                     
Jerett Creed                        290,750                       D, CEO, CFO                 10,676,250
Shane Manning                       70,000                        None                        None
Greg Tylka                          12,500                        None                        None
Courtney Tylka                      12,500                        None                        None
Peter Stavis                         1,000                        None                        None
Gregory ten Bosch                      500                        None                        None
Carl Slabicki                        1,000                        None                        None
Cory Hannaford                       9,000                        None                        None
Larry Hermona                          500                        None                        None
John ten Bosch                         750                        None                        None
Denise Beals                           500                        None                        None
Jeanne Proto                         1,000                        None                        None
Franz Goepfert                      30,000                        None                        None
Ralph Sinibaldi                     15,000                        CSO                         5,000
Jason Schlenker                     20,000                        None                        None
Emerson Perin                       15,000                        CMO                         None
Vince Parras                        20,000                        None                        None

Total                             500,000


D: director, CEO: Chief Executive Officer, CFO: Chief Financial Officer, CSO: Chief Scientific Officer, CMO: Chief Medical Officer



We intend to keep this prospectus effective for one year from the date of this
prospectus, although we reserve the right to terminate the distribution under
this prospectus prior to that time.

State Blue Sky Information Relating to the Shares

The Selling Shareholders may offer and sell their Shares only in States in the
United States where exemptions from registration under State securities laws
are available.  The Company intends to obtain an exemption, known as the
"manual exemption," in approximately 38 States where such exemption is
available.  Generally, the manual exemption is available to issuers that
maintain an up-to-date listing that includes certain information about the
issuer in a recognized securities manual.  The Company intends to obtain a
listing in "Standard & Poor's Corporation Records," or Mergent's (formerly
Moody's)  Manuals and News Reports, both recognized securities manuals. The
States that provide the manual exemption include: Alaska, Arizona, Arkansas,
Colorado, Connecticut, Delaware, the District of Columbia, Florida, Guam,
Hawaii, Idaho, Indiana, Iowa, Kansas, Maine, Maryland, Massachusetts,
Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada,
New Hampshire, New Jersey, New Mexico, North Carolina, North Dakota, Ohio,
Oklahoma, Oregon, Pennsylvania, Puerto Rico, Rhode Island, South Carolina,
South Dakota, Texas, U.S. Virgin Islands, Utah, Washington, West Virginia,
and Wyoming.  Each State's law is different.  Some of the States provide a
general exemption for issuers' securities that are listed in a "recognized
securities manual" (or similar language) while other States have provisions
that name the recognized securities manuals that qualify an issuer for the
exemption in that State.  Investors, Selling Shareholders and securities
professionals are advised to check each State's securities laws and regulations
(known as "Blue Sky" laws) to ascertain whether an exemption exists for the
Company's shares in a particular state.  When our registration statement
(of which this prospectus forms a part) becomes effective, and a selling
security holder indicates in which state(s) he desires to sell his shares,
the Company will be able to identify whether it will need to register or
will rely on an exemption there from.

----------------------------- Page 23 ----------------------------------------

DIVIDEND POLICY
We have never declared or paid any dividends on our common stock or any other
securities. It is unlikely that we will have any revenue for the next several
years, and we anticipate that we will retain all of our future earnings, if
any, for use in the operation of our business and do not anticipate paying
cash dividends in the foreseeable future.


CAPITALIZATION


                                  For the Year Ended           From Inception (April 17, 2009) through    For the Quarter Ended
                                      12/31/2010                            12/31/2009                          3/31/2011
                                                                                                       
Balance Sheet Data
Cash & Cash Equivalents               $57,831                               $11,308                             $153,133
Common Stock ($0.001 par value,
15,000,000 authorized at
Dec 31, 2010)                         11,149,750                            1,500                               11,153,250
Additional Paid in Capital            $68,502                                     -                             $69,198
Accumulated Deficit                   ($309,647)                            ($178,174)                          ($235,761)


DILUTION

We have no convertible preferred stock issued or authorized. As such dilution
from the purchase of our common stock will come from additional offerings
in the future that are likely to occur as well as any vested stock options or
warrants that may be granted from time to time. We do not currently have any
stock options granted as part of our Stock Option Plan.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of
operations should be read together with our financial statements and the
related notes to those statements included later in this prospectus. In
addition to historical financial information, this discussion may contain
forward-looking statements reflecting our current plans, estimates, beliefs
and expectations that involve risks and uncertainties. As a result of many
important factors, particularly those set forth under "Special Note Regarding
Forward-Looking Statements" and "Risk Factors," our actual results and the
timing of events may differ materially from those anticipated in these
forward-looking statements.

Overview
We are a development stage biotechnology company focused on local drug delivery
for the treatment of cardiovascular and peripheral vascular disease. Cardigant
was founded to capitalize on the belief that local drug delivery to the
vasculature holds the potential to improve outcomes and treat previously
untreated disease segments most notably vulnerable atherosclerotic plaque
lesions of the coronary, peripheral, and neuro vasculatures. Our primary
focus is on treating atherosclerosis and plaque stabilization using targeted
delivery of large molecule therapeutics based on high density lipoprotein
(HDL) targets. Circulating plasma levels of HDL are inversely correlated
with coronary artery disease. Towards this goal, we have a proprietary gene
and protein formulation that is delivered via a catheter from the endoluminal
surface to the adventitial and perivascular space of one or more lesions as
identified by intravascular ultrasound (IVUS) and or optical coherence
tomography (OCT). Our most advanced product candidate known as CM-121
consists of a recombinant protein construct coding for a synthetic mutation
of the apao-1 protein. CM-121 is a synthetic mutation of the apoa-1 protein
whose primary function is the promotion of reverse cholesterol transport (RCT)
from the arterial wall to the liver for catabolism and excretion.
Apolipoprotein A-I is a protein that in humans is encoded by the Apoa-1 gene.
It has a specific role in the metabolism of lipids. Naturally occurring Apoa-1
is the major protein component of HDL also known as the good cholesterol.
Apoa-1 protein constitutes roughly 70% of the HDL composition. CM-121 was
iteratively designed to optimize and augment the function of RCT by optimizing
the amino acid sequence of the wild type apoa-1. We have been evaluating the
catheter based local delivery of our product for specifically reducing the
plaque content and burden within one or more adjacent sites.

----------------------------- Page 24 ----------------------------------------

As we are a development stage company, we have incurred losses since our
inception in April of 2009. As we continue to raise funds and further our
development program, we expect to incur even greater expenses and losses.
We have no revenues and do not expect to incur any revenue for several years
until such time as our lead therapeutic compound may, if at all, be approved
a regulatory body for sale in a region of the work covered by that regulatory
body.

Financial Operations Overview
Revenues
We are a development stage company with our lead product candidate several
years away from generating any revenue. We do not expect to generate any
revenue from the sale of our technology for several years. We do however
occasionally apply for non taxable grant funding to support our research
and development efforts. We currently have grant applications outstanding,
however, we can make no guarantees that any grant money will be awarded from
these applications. In November of 2010 we were awarded a non taxable grant
in the amount of $170,750. $60,200 of this was paid in December of 2010 with
the remaining $110,500 paid in February of 2011.

Cost of Product Sales
We do not currently sell any products and do not expect to for several years.
We are targeting a product cost in the 10-15% of sales as our goal. This is
simply an internal goal that is subject to many uncertainties including the
ability to cost effectively produce the product, establish a supportable
market price in the region of approval and obtain sufficient reimbursement
from governmental and or third party insurance agencies.

Research and Development Expenses ("R&D")
Our research and development expenses primarily consist of personnel-related
costs, technical consulting fees, and contract research fees. As our senior
management are largely involved with overseeing our current development
programs, we currently allocate 80% of their salary (accrued or otherwise)
to R&D expense. This is a change from 2009 where we allocated 60% of their
salary to R&D. We expect to hire additional technical personnel, engage
in additional pre-clinical studies and incur additional patent fees.
As such we expect our R&D spending to increase in the coming periods. Assuming
we are able to raise sufficient funds, we expect to incur an additional $1.1
million over the next 18 months in execution of our pre-clinical and clinical
development programs. We believe this will take us through the required
approval to begin a phase I trial in the US. This number could be increased
by approximately $300 thousand in the event that the regulatory body does not
accept a non GLP study. In this case, we may be forced to complete a follow
on GLP study.

Selling, General and Administrative Expenses ("SG&A")
Our selling, general and administrative expenses consist primarily of non
allocated salaries including benefits. As we expect to hire additional
personnel, we expect this amount to increase to approximately $250 thousand
over the next 12-18 months. Additionally we expect to move into a new office
space which will add an additional $36 thousand annual expense. In addition
to hiring accounting personnel for public company reporting requirements,
we also expect to incur an additional $30 thousand per year of investor
relations expenses for disseminating company information, news releases
and public filings.

Critical Accounting Policies and Significant Judgments and Estimates
We have prepared our financial statements in accordance with U.S. generally
accepted accounting principles. The preparation of these financial statements
requires us to make estimates, assumptions and judgments that affect the
reported amounts of assets, liabilities, expenses and related disclosures
at the date of the financial statements, as well as revenues and expenses
during the reporting periods. Our estimates are based on historical
experience and management's best judgment made at the time. We continue
to evaluate our assumptions and will continue to do so as we gain additional
operating history and are better able to compare estimates versus actual
in our assumptions and estimates going forward.

Revenue Recognition
The Company recognizes revenue when evidence of an arrangement exists,
title has passed (generally upon shipment) or services have been rendered,
the selling price is fixed or determinable and collectibility is reasonably
assured. Revenue from product sales to new customers is recognized when all
elements of the sale have been delivered. All costs related to product
shipment are recognized at time of shipment. The Company does not provide
for rights of return to customers on product sales and therefore does not
record a provision for returns.

----------------------------- Page 25 ----------------------------------------

Research and development
The Company accounts for research and development costs in accordance with the
Accounting Standards Codification subtopic 730-10, Research and Development
("ASC 730-10"). Under ASC 730-10, all research and development costs must be
charged to expense as incurred. Accordingly, internal research and development
costs are expensed as incurred. Third-party research and development costs are
expensed when the contracted work has been performed or as milestone results
have been achieved. Company-sponsored research and development costs related
to both present and future products are expensed in the period incurred.

Share-Based Compensation
The Company accounts for stock-based compensation under ASC Topic 505-50,
formerly SFAS No. 123R, "Share-Based Payment" and SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure - An amendment to SFAS
No. 123."  These standards define a fair value-based method of accounting
for stock-based compensation. In accordance with SFAS Nos. 123R and 148,
the cost of stock-based compensation is measured at the grant date based
on the value of the award and is recognized over the period in which the
Company expects to receive the benefit, which is generally the vesting period.

Income Taxes
The Corporation is taxed as an S Corporation under the Internal Revenue
Code and applicable state statutes. Under an S Corporation election, the income
of the Corporation flows through to the stockholders to be taxed at the
individual level rather than the corporate level. Accordingly, the Corporation
will have no tax liability (with limited exceptions) as long as the S
Corporation election is in effect. The income allocable to each
stockholder is subject to examination by federal and state taxing
authorities. In the event of an examination of the income tax returns, the tax
liability of the stockholders could be changed if an adjustment in the income
is ultimately determined by the taxing authorities.

Results of Operations for the three Months Ended March 31, 2011 (unaudited)

Revenues
We are development stage and do not have a product commercially available for
sale. We do not expect to realize and revenue for several years. As such it
is imperative that the reader recognize that our primary source of working
capital will generally come from equity sales. We do however occasionally
apply for non taxable grant funding to support our research and development
efforts. We currently have grant applications outstanding, however, we can
make no guarantees that any grant money will be awarded from these
applications. In November of 2010 we were awarded a non taxable grant in
the amount of $170,750. $60,200 of this was paid in December of 2010 with the
remaining $110,500 paid in February of 2011.

Cost of Product Sales
We do not currently have any product costs and do not expect to incur any costs
of this type for several years. Any costs associated with producing or
procuring product for pre-clinical or clinical studies is considered R&D
expenses.

Research and Development Expenses
Research and development expenses for the three months ended March 31, 2011
were $27 thousand. This represents a nearly 90% decrease from the year ago
period. This change is mostly attributed to higher costs seen in the year ago
period due to the completion of an animal study during that time. These
expenses consisted primarily of allocated salary of our CEO and CSO, payment
for materials and reagents and pre-clinical work. We expect our R&D expenses
to ramp up to approximately $600 thousand over the next 12-18 months with most
of the expenses back ended.

----------------------------- Page 26 ----------------------------------------

Selling, General and Administrative Expenses
Selling, general and administrative expenses for the three months ended March
31, 2011 were $8.3 thousand. This equates to a 36% reduction from the year ago
period. This amount consisted mostly of salary expense and the decrease is due
largely to the allocation of a larger portion of management's salary to SG&A.
We expect this amount to increase by approximately $85 thousand per quarter
beginning in the quarter after this registration statement is effective
assuming sufficient funds are available to facilitate hiring.

Net Income (Loss)
We had a Net Income for the period of $74 thousand. This represents a change
of 187% from the year ago period. On a per share basis, we had a $0.01 gain
for the period ended. This change is due to the payment of a non-taxable
grant from the National Institutes of Health. Without the grant, we would
have incurred a Net Loss of $37 thousand.

Results of Operations for the Year Ended December 31, 2010

Revenues
We are development stage and do not have a product commercially available for
sale. We do not expect to realize and revenue for several years. As such it
is imperative that the reader recognize that our primary source of working
capital will generally come from equity sales. We do however occasionally
apply for non taxable grant funding to support our research and development
efforts. We currently have grant applications outstanding, however, we can
make no guarantees that any grant money will be awarded from these
applications. In November of 2010 we were awarded a non taxable grant in the
amount of $170,750. $60,200 of this was paid in December of 2010 with the
remaining $110,500 paid in February of 2011.

Cost of Product Sales
We do not currently have any product costs and do not expect to incur any
costs of this type for several years. Any costs associated with producing or
procuring product for pre-clinical or clinical studies is considered R&D
expenses.

Research and Development Expenses
Research and development expenses for the year ended December 31, 2010 were
$150 thousand representing a 19.7% increase from the year ago period. This
increase is mostly attributable to additional animal studies and the change
in allocation of management's salaries from 60% to 80%. These expenses
consisted mainly of allocated salary for our CEO, expense for our CSO and
pre-clinical in vivo and in vitro studies.

Selling, General and Administrative Expenses
Selling, general and administrative expenses for the year ended December 31,
2010 were $40 thousand representing a 43.9% decrease from the year ago period.
This amount consisted primarily of salary expense, and the change is due
primarily to a reduction in the allocated amount of management's salary.

Net Income (Loss)
We had a Net Loss for the period of $131 thousand. This represents a decrease
of 35.5% from the year ago period. On a per share basis, we had a $0.01 loss
for the period ended. This decrease is primarily due to the payment of a
non-taxable grant from the National Institutes of Health of $60,200 at year
end. Without the grant, we would have incurred a Net Loss of $192 thousand.

----------------------------- Page 27 ----------------------------------------

Liquidity and Capital Resources

Sources of Liquidity
Since our inception, we have financed our operations primarily through capital
contributions made by our founder and investors. We do however occasionally
apply for non taxable grant funding to support our research and development
efforts. We currently have grant applications outstanding, however, we can
make no guarantees that any grant money will be awarded from these
applications. In November of 2010 we were awarded a non taxable grant in the
amount of $170,750. $60,200 of this was paid in December of 2010 with the
remaining $110,500 paid in February of 2011. In addition to the money
contemplated in this prospectus, going forward we will be required to conduct
additional capital raises to provide the working capital sufficient to fund
our development program. We will ideally raise enough money to fund our
operations for the next 18 months. If we are unable to raise the required
amount, we will be forced to do smaller raises and potentially slow our
development program. Our lack of liquidity is one of our greatest risks as
an investment opportunity. As we are a development stage company with no
physical assets, our primary source of liquidity will come from selling
equity for the next several years.

Cash Flows
We had cash and cash equivalents of $153 thousand as at March 31,2011 and $109
thousand as of August 09, 2011. We anticipate the current cash on hand will
take us through the first quarter of 2012 at which time if we have not
raised additional cash, we will have to delay or stop part or all of our
development programs.

We did not generate any cash from operating activities during 2010 or the
first quarter of 2011 aside from non taxable grant sources and will likely
not be generating any cash from operating activities during the next several
years.

All of our cash flows to date have arisen from cash flows from financing
activities except for those arising from non taxable grants.

We have not generated any cash from investing since our inception.

Capital Resources and Expenditure Requirements
We expect that we will use all of the cash and cash equivalents currently on
hand plus any additional cash raised as a result of this offering for working
capital general corporate purposes including increased costs for complying
with public reporting obligations. Our current cash and cash equivalents are
not sufficient to allow us to execute our development plan. Additionally as
our development plan is based on estimates, it is possible that we may incur
increased costs associated with executing our business plan. We manage our
development program as modular as possible to allow for the delay or temporary
stopping of programs as cash reserves dictate. This will become more difficult
to do as we shift to increased fixed costs associated primarily with headcount
additions.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Our exposure to market risk is confined to our cash and cash equivalents, all
of which are held in US dollar denominated cash. The goal of our investment
policy is to preserve capital and maintain liquidity as needed to allow for
the fastest completion of our development program. We do have operations in
foreign countries including Korea and China. While the China currency is
currently pegged to the US dollar, there is risk that this policy will shift
in the future. We attempt to mitigate the risk posed by currency fluctuations
by negotiating our contracts to be payable in US dollars. All of our current
contracts have been negotiated in this manner. We currently have not entered
into any hedging or derivative contracts.

----------------------------- Page 28 ----------------------------------------

STOCK OPTION PLAN
On May 5, 2010 we adopted the 2010 Stock Option Plan (the "Plan") under which
our officers, directors, consultants, advisors and or employees may receive
stock options.  The aggregate number of shares of common stock that may be
issued under the plan is 5,000,000.  The purpose of the Plan is to assist
us in attracting and retaining selected individuals to serve as directors,
officers, consultants, advisors, and employees of Cardigant who contribute
to our success, and to achieve long-term objectives that will be to the benefit
of all shareholders through the additional incentive commensurate in the
ownership of our common stock.  Options granted under the plan will be either
"incentive stock options", intended to qualify as such under the provisions of
section 422 of the Internal Revenue Code of 1986, as from time to time amended
(the "Code") or "unqualified stock options."

The Plan will be administered by the Board of Directors who will set the terms
under which options are granted.  No options have been granted under the Plan
as of the date of this prospectus.

DESCRIPTION OF OUR BUSINESS
Overview
We are a pre-clinical stage biotechnology company focused on local drug
delivery for the treatment of cardiovascular and peripheral vascular disease.
Cardigant was founded to capitalize on the belief that local drug delivery to
the vasculature holds the potential to improve outcomes and treat previously
untreated disease segments most notably vulnerable atherosclerotic plaque
lesions of the coronary, peripheral, and neuro vasculatures. Our primary focus
is on treating atherosclerosis and plaque stabilization using targeted
delivery of large molecule therapeutics based on high density lipoprotein
(HDL) targets. Circulating plasma levels of HDL are inversely correlated with
coronary artery disease. Towards this goal, we have a proprietary gene and
protein formulation that is delivered via a catheter from the endoluminal
surface to the adventitial and perivascular space of one or more lesions as
identified by intravascular ultrasound (IVUS) and or optical coherence
tomography (OCT). Our most advanced product candidate known as CM-121 consists
of the administration of a recombinant protein based on the apao-1 protein.
CM-121 is a synthetic mutation of the apoa-1 protein whose primary function
is the promotion of reverse cholesterol transport (RCT) from the arterial
wall to the liver for catabolism and excretion. Apolipoprotein A-I is a
protein that in humans is encoded by the Apoa-1 gene. It has a specific role
in the metabolism of lipids. Naturally occurring Apoa-1 is the major protein
component of HDL also known as the good cholesterol. Apoa-1 protein constitutes
roughly 70% of the HDL composition. CM-121 was iteratively designed to optimize
and augment the function of RCT by optimizing the amino acid sequence of the
wild type apoa-1. We have evaluated the catheter based local delivery of our
protein as a method for specifically reducing the plaque content and burden
within one or more adjacent sites.

----------------------------- Page 29 ----------------------------------------

Our Business Strategy
Our goal is to establish proof of concept for our CM-121 compound and delivery
method. We have secured rights to the compound, tested the compound and our
combined delivery method in various pre-clinical experiments. We are now
finalizing our manufacturing sourcing including vendor qualification, process
development and GMP manufacturing capability. Additionally we are going through
our regulatory strategy to enable us to establish proof of concept. We define
proof of concept as evidence established through human trial (s) of the ability
of our compound and delivery method to safely reduce the atheroma burden on
atherosclerotic lesion (s) as measured by intravascular ultrasound and or
optical coherence tomography. While our business goal is to establish this
clinical evidence and then seek larger pharma partners to continue the
clinical development, we are also preparing contingency plans in the event
we are unable to locate or come to acceptable terms with a strategic partner.
As we are currently very cash limited, we will be seeking to raise additional
funds at some point after this registration statement is declared effective.
Our corporate philosophy is to try and do as much as possible without spending
more than necessary. We believe we have an obligation to our current and future
shareholders to only do that which is necessary to achieve our business goals
and to execute our business plan in the shortest period of time. Regardless
of the outcome, we believe it is our corporate mandate to determine if our
technology will work for its stated indication as quickly as possible. To this
end, we are slightly different than others working in this space. While we
believe there are other potential disease states and lesion segments, we
believe it is important to stay focused. This is why CM-121is focused on the
treatment of peripheral artery disease with delivery targeted to various
regions of the iliac, superficial femory and popliteal arteries. We believe
this segment provides the safest target with an unmet clinical need.

Scientific Background of Apoa-1
Wild type Apolipoprotein A-1 is a protein that in humans is encoded by the
Apoa-1 gene.  It has a highly specific role in the excretion and metabolism
of lipids. Apoa-1 is the major protein component of HDL in plasma . The
protein comprises approximately 70% of the total protein content of HDL and
promotes cholesterol efflux from tissues to the liver for excretion. The exact
method of activation of the RCT process is still being evaluated, but it is
known that apoa-1 has interaction with Lecithin Cholesterol Acyltransferase
(LCAT).  LCAT is a major enzyme involved in the esterification of free
cholesterol present in circulating plasma lipoproteins and as such is a
major determinant of plasma HDL concentrations The enzyme is bound to
high-density lipoproteins (HDLs) and low-density lipoproteins in the
blood plasma. Apoa-1 is a modulator of this interaction.

CM-121 consists of the catheter based delivery of a recombinant apoa-1 based
protein. The gene, protein product and method of manufacture are covered by
patent number US2005287636(A1) - "ProapolipoproteinA-I mutant and
pharmaceutical composition comprising the same for prevention and treatment
of atherosclerosis and hyperlipidemia." We have secured exclusive US rights
and cooperation from the inventor, Dr. Kyun-Hyun Cho of Yeungnam University
through the Industry Academy Cooperation Foundation of Yeungnam University
of South Korea. The discovery was made after 10 years of research on the
structure and function of the apoa-1 protein and its role in RCT. The premise
of the work is that the primary binding and LCAT activation occurs within the
helix 6 domain of the apoa-1 protein. The 143-165 residues were iteratively
evaluated for their effect on dimyristoyl phosphatidylcholine
(DPMC - egg yolk) clearance and the conversion from discoidal to spherical
HDL particles, both of which are thought to be measures for the in vivo
evaluation of RCT. Ultimately it was discovered that the substitution of a
positively charged amino acid (lysine) at residue 156 resulted in the optimal
synthetic sequence.

----------------------------- Page 30 ----------------------------------------

Stated in less technical terms, apoa-1 is believed to be responsible for
attaching to cholesterol and lipids within certain cells and in the area
around the cells. Once the apoa-1 binds to the lipid material, it re-enters
the bloodstream and it travels to the liver where the product is broken down
and excreted. This is the main role of HDL cholesterol which is also why it
is known as the "good cholesterol." HDL is normally synthesized in the
liver and enters the bloodstream where it travels to sites of plaque
accumulation. The exact signaling mechanism is not clear at this time.
It may be simply at times by diffusion across the endothelial gap junctions
and cell signaling by macrophages at others. LDL does this process essentially
in reverse. Its primary purpose is to carry lipid material that is required
for cells and other tissues to function properly. So a certain amount of LDL
is necessary, but probably not the levels that most on a western diet will
achieve. The ratio of LDL to HDL is very important. As this ratio leans in
favor of LDL, the plaque accumulation rate picks up. This is where HDL or
more specifically, Apoa-1 therapy comes in. CM-121 was synthetically designed
to try and accentuate this ability to lower plaque burden. This is a short
term treatment. The goal is simply to reduce a patient's plaque burden in a
region of interest and thus potentially reduce a patient's risk category.
After the treatment, the patient will need to alter his or her lifestyle and
eating habits to avoid returning to a higher risk category.

Preclinical Research - Rationale for the Use of CM-121 for the treatment of
vascular disease. We and researchers at other institutions have evaluated
the safety and efficacy of CM-121 in small and large animal studies. To date,
more than 5 studies have been completed on animals including rodents, rabbits
and pigs. In these studies we evaluated the binding characteristics of the
protein to cholesterol, the clearance rate of the protein in its bound state,
the interaction of CM-121 with LCAT, the tolerability of differing doses and
concentrations, two different cell transfection methods, and a viral expression
promoter for transgene expression into skeletal muscle. In three of these
studies we evaluated the relative efficacy versus the wild type apoa-1 and
the R173C naturally occurring mutation. The R173C mutation has been
successfully evaluated in humans. In all three studies, CM-121 showed
equivalent or superior benefits to the R173C mutation and was superior to the
wild type in all experiments. In the last two experiments, one of which was a
large animal study, we have completed dosing and concentration studies. We are
now preparing our protocols for pharmacodynamic and toxicology studies in
preparation for a First In Man regulatory submission.

----------------------------- Page 31 ----------------------------------------

Market Opportunity for CM-121
Sixty - eighty percent of new and recurrent heart attacks in the United States
each year are caused by a ruptured plaque lesion (935 thousand new cases in the
US alone (2009 American Heart Association) , 2.2 million in the US, Europe and
Japan combined representing a multibillion US dollar market opportunity. There
is no question that the market (s) that CM-121 is attempting to address
represent markets in excess of a billion dollars. The risk of CM-121 and for
the company is whether our product will achieve clinically relevant endpoints
in a safe and cost effective manner.

Clinical Development of CM-121
It is our goal to initiate a First In Man clinical study before the end of
2012. Based on our current regulatory strategy, we expect this trial to be
in the US. We have been in discussions with Clinical Research Organizations
and are currently conducting our pre-clinical studies based on the submission
requirements necessary for a US first in man trial.

Manufacturing
The method for delivering CM-121 currently requires two products, a biologic
and one FDA approved catheter. The catheter is owned and supplied by Mercatur
Medsystems of San Leandro, CA and does not require any additional process or
product development. They have established GMP manufacturing for this catheter
and we expect that they will continue to be our supplier. In the future we
will be required to negotiate a definitive supply agreement that will guarantee
us a steady supply or provide us the right to establish 3rd party
manufacturing. If we are unable to negotiate a supply agreement on favorable
terms, we have developed local delivery catheters that can be used as a
substitute. Our biologic supplier is currently located in Shanghai, China. We
are currently working on process development and clinical grade standard
operating procedures. Once we have a validated process for our protein complex,
we will look to find an alternative qualified vendor to reduce our dependence
and the risk associated with a single supplier. We do not anticipate the
purchase of any equipment within the next 12 months in order to execute our
business plan.

Sales and Marketing
We currently do not have any sales and marketing infrastructure and do not
plan on establishing any within the next few years. We expect to pursue
strategic marketing and distributing collaboration when that time comes.

Intellectual Property
Our intellectual property is divided into four (4) categories: Compound,
delivery method, transfection, supply agreements.

Compound: We have exclusive US rights to patent US2005287636(A1) - "Proap
olipoproteinA-I mutant and pharmaceutical composition comprising the same for
prevention and treatment of atherosclerosis and hyperlipidemia" and related
filings. This patnet has been issues in Korea and the US and covers the gene
sequence, protein product, and ecoli expression system method for manufacture.

Delivery Method: We have filed three provisional applications related to the
delivery method that we have pre-clinically evaluated. There is no guarantee
that we will file a patent application within the required one year time
frame. Additionally there is no guarantee that an actual patent will be issued.

Supply Agreements: We do not plan to initiate any First in Man studies without
all required Material Supply Agreements in place to ensure the required supply.
Additionally we plan to seek exclusive supply agreements for the Field in which
we are operating. How the Field gets defined and what level of exclusivity is
subject to negotiations.

Know-how: We have developed proprietary standard operating procedures and
animal models for producing and evaluating our technology. We consider these
processes and methods confidential to our business. As such we seek to limit
disclosure of this information to those parties that consent to signing
confidentiality agreements limiting their ability to act on such information
and to disclose to others.

Additionally, we have generated know-how related to the manufacturing of our
biologic products. Some of this know-how is covered in the '636 patent. Other
know-how not covered in that application we treat as trade secrets and protect
through the use of Confidentiality Agreements.

----------------------------- Page 32 ----------------------------------------

Competition
Our industry is subject to rapid and intense technological change. We will
without a doubt face companies with better capitalization and technological
expertise. The vascular space is fiercely competitive and there are numerous
compounds and delivery approaches under study. Specifically related to apoa-1,
there are 4 companies that we are aware of working in this area.

In December 2009, Pfizer licensed its rights to the apao-1 Milano program to
the Medicine Company. The terms called for $10 million upfront with various
development milestones and royalties payable to Pfizer if the development is
successful. Apoa-1 Milano (also known as R173C) has been previously evaluated
in humans and found to reduce plaque by approximately 5% after a series of
injections given once a week.

Resverlogix Corporation of Calgary, BC Canada is currently conducting a phase
II study evaluating its apoa-1 small molecule. It's using a flavenoid
derivative given daily in oral form for the enhanced transcription of apoa-1.
Cerenis Corporation of Ann Arbor, MI and France is currently developing an HDL
based therapy (CER-001) for treating acute coronary syndromes. The compound is
currently in phase II trials.

CSL Limited of Australia is currently developing an HDL based compound derived
from human plasma. Their compound (CSL-112) is currently in a small phase I
trial.

Related Party Transactions
We currently do not have any related party transactions.

U.S. Government Regulation
In the United States, CM-121 will be regulated by the FDA as a biological
product. Biological products are subject to regulation under the Federal
Food, Drug, and Cosmetic Act, the Public Health Service Act, and related
regulations, and other federal, state and local statutes and regulations.
Failure to comply with the applicable U.S. regulatory requirements at any
time during the product development process, approval process or after
approval, may subject an applicant to administrative or judicial sanctions.
These sanctions could include the imposition by the FDA or an Institutional
Review Board, or IRB, of a clinical hold on trials, the FDA's refusal to
approve pending applications or supplements, withdrawal of an approval,
warning letters, product recalls, product seizures, total or partial
suspension of production or distribution, injunctions, fines, civil penalties
or criminal prosecution. Any agency or judicial enforcement action could have
a material adverse effect on us.

Combination Products
The FDA has the authority to approve and regulate combination products. A
combination product may include a product that includes two or more regulated
components such as a biologic product and a device that are combined or
produced as a single entity. We believe CM-121 will fall into the category of
a combination product if it delivered locally through a catheter based device.
For regulatory filing purposes, the FDA looks at primary means by which a
product achieves its most significant therapeutic function. If the function
is largely biologic, the FDA office focused on biologics will likely regulate
the submission and approval process.

Privacy Laws
Federal and state laws govern our ability to obtain and, in some cases, to use
and disclose data we need to conduct research activities. Through the Health
Insurance Portability and Accountability Act of 1996, or HIPAA, Congress
required the Department of Health and Human Services to issue a series of
regulations establishing standards for the electronic transmission of
certain health information. Among these regulations were standards for the
privacy of individually identifiable health information. HIPAA does not
preempt, or override, state privacy laws that provide even more protection
for individuals' health information. These laws' requirements could further
complicate our ability to obtain necessary research data from our
collaborators. In addition, certain state privacy and genetic testing laws
may directly regulate our research activities, affecting the manner in which
we use and disclose individuals' health information, potentially increasing
our cost of doing business, and exposing us to liability claims. In addition,
patients and research collaborators may have contractual rights that further
limit our ability to use and disclose individually identifiable health
information. Claims that we have violated individuals' privacy rights or
breached our contractual obligations, even if we are not found liable,
could be expensive and time-consuming to defend and could result in adverse
publicity that could harm our business.

----------------------------- Page 33 ----------------------------------------

Other Regulations
In addition to privacy law requirements and regulations enforced by the FDA,
we also are subject to various local, state and federal laws and regulations
relating to safe working conditions, laboratory and manufacturing practices,
the experimental use of animals and the use and disposal of hazardous or
potentially hazardous substances, including chemicals, micro-organisms and
various radioactive compounds used in connection with our research and
development activities. These laws include, but are not limited to, the
Occupational Safety and Health Act, the Toxic Test Substances Control Act
and the Resource Conservation and Recovery Act. Although we believe that
our safety procedures for handling and disposing of these materials comply
with the standards prescribed by state and federal regulations, we cannot
assure you that accidental contamination or injury to employees and third
parties from these materials will not occur. We may not have adequate
insurance to cover claims arising from our use and disposal of these
hazardous substances. We do maintain a $2 million general liability policy
for our work that is conducted at our Pasadena laboratory.

Foreign Regulation
In addition to regulations in the United States, we may be subject to a
variety of foreign regulations governing clinical trials and commercial sales
and distribution of biological products. Whether or not we obtain FDA approval
for a product, we must obtain the requisite approvals from regulatory
authorities in foreign countries prior to the commencement of clinical trials
or marketing of the product in those countries. The requirements governing
the conduct of clinical trials and the approval process vary from country to
country and the time may be longer or shorter than that required for FDA
approval.

Employees
As of March 31, 2010 we had one employee. The rest of our staff are on a
consulting basis covered by a Consulting Agreement including management,
scientific, clinical, regulatory and legal resources. We have initiated
the process to fill key management roles as we move forward and convert
certain consultants to full time employee status. We estimate that we need
to hire an additional 6 full time equivalent staff in the next 12-18 months
including two officer level positions.

Facilities
Our corporate headquarters are located in Manhattan Beach, CA and we maintain
a working laboratory in Pasadena, CA.

Legal Proceedings
We are not currently a party to or engaged in any material legal proceedings.
However, we may be subject to various claims and legal actions arising in the
ordinary course of business from time to time.

----------------------------- Page 34 ----------------------------------------

DIRECTORS AND EXECUTIVE OFFICERS

Jerett A. Creed
Chief Executive Officer & Chief Financial Officer

Mr. Creed has more than 15 years of medtech experience including 11 years with
Johnson & Johnson in roles ranging from manufacturing, quality, product
development, and M&A/ licensing transactions focused on cardiology assets and
technologies including drug delivery devices, cell and gene based therapeutics,
and mechanical implants. His primary focus was on optimized delivery strategies
for large molecule therapeutics for treating ischemia related congestive heart
failure and vascular disease. Mr. Creed was the Director of Business
Development and R&D for Biologics Delivery Systems, a division of Cordis
Corporation (a Johnson & Johnson Company). Upon leaving Biologics Delivery
Systems he was a co-founder of Silverpoint Therapeutics, LLC. Silverpoint
designed and developed a percutaneous transendocardial injection catheter
for the delivery of cell and gene based therapeutics to the myocardium. The
company is currently under contract to be sold. Mr. Creed then went on to form
Cardigant Medical Inc. with a belief that local drug delivery to the
vasculature could improve clinical outcomes and reduce healthcare costs.
Cardigant is currently focused on the use of specially designed delivery
catheters for the targeted delivery of apoa-1 based therapeutics for treating
vascular disease and aortic valve stenosis.  Mr. Creed has designed and
executed various pre-clinical studies in large and small animal models as part
of numerous product development programs and has been involved with the
commercialization in both the US and Europe of several cardiovascular related
technologies including some of the first drug coated stent concepts. He has
completed several licensing and technology development contracts, and has been
involved in a leadership role with over $600 million in M&A transactions. Mr.
Creed serves as the sole board member of Cardigant until additional
appointments are made. He holds a bachelor of science degree in engineering and
a master of science degree in accounting, both from the University of Miami.

Ralph Sinibaldi, PhD
Vice President & Chief Scientific Officer

Dr. Sinibaldi's career has spanned more than 30 years of senior level
biotechnology management and research including positions as VP of Product
development at GenoSpectra, VP of Scientific Affairs at Operon technologies,
VP of Product Development at Iris Biotechnologies and Senior Staff Scientist
at Sandoz. His particular expertise and research have focused in the areas of
gene expression, protein production optimization, and nucleic acid
hybridizations. Dr. Sinibaldi serves as the Chief Scientific Officer for
Cardigant Medical and is largely responsible for its assay development work,
apoa-1 protein production scale up and vector optimization. He has extensive
experience is designing, conducting and supervising complex in vitro and in
vivo experimental programs. Dr. Sinibaldi holds both a BS and MS in biological
sciences and a PhD in experimental biology all from the University of Illinois
at Chicago. Additionally Dr. Sinibaldi completed post docs in biochemistry from
the University of Illinois College of Medicine and developmental biology from
the University of Chicago.

Emerson C. Perin, MD, PhD, FACC
Chief Medical Officer
Dr. Perin is the Director of Clinical Research for Cardiovascular Medicine and
the Medical Director of the Stem Cell Center at the Texas Heart Institute at
St. Luke's Episcopal Hospital. He is a Clinical Assistant Professor of Internal
Medicine both at Baylor College of Medicine and The University of Texas Health
Science Center at Houston and a staff interventional cardiologist at St. Luke's
Episcopal Hospital. Dr. Perin has provided innovative cardiovascular care for
18 years, focusing on minimally invasive interventional approaches to therapy.
For the past 10 years, his major research interest has been the study of adult
stem cells and biologics for the treatment of acute myocardial infarction,
chronic heart failure, and peripheral vascular disease. Dr. Perin is an expert
in stem cell therapy and delivery. He was the first investigator in the United
States to receive approval from the Food and Drug Administration to inject stem
cells directly into the hearts of patients suffering from heart failure. Dr.
Perin serves as the Chief Medical Officer for Cardigant Medical and is largely
responsible for ensuring the designs of its pre-clinical programs translate
into innovative clinical products.

Board Committees
Upon the completion of this offering, we will begin the process for nominating
additional board members. We anticipate having an initial board composition of
five (5) with at least two (2) external members. We anticipate compensation in
the range of $3,000 per year plus the addition of 20,000 stock options priced
at fair market value at the time of granting and the annual renewal thereof.

Audit Committee
Upon the appointment of our additional board members, we anticipate that two
(2) will be independent per the applicable listing standards. It is our goal
that one of these members serve with our Chief Financial Officer to make up
the initial audit committee.

----------------------------- Page 35 ----------------------------------------

EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Our executive compensation program is designed to help us attract talented
individuals to manage and operate all aspects of our business, to reward those
individuals fairly over time and to retain those individuals who continue to
meet our high expectations. As a development stage company, we are limited in
the amount of cash compensation we can offer to accomplish this goal. As such
a large part of our executive compensation going forward will be based on our
Stock Option Plan. Currently only or CEO and CFO (currently served by the same
person) is compensated at the rate of $120,000 annually. This compensation has
not been paid is is simply being accrued pending sufficient funding. Both our
CSO and CMO are being compensated on an hourly basis for time served paid as
a mixture of cash and stock. Our CSO is currently compensated at the rate of
$100/ hour plus the equivalent of $100/ hour of compensation paid in equity
priced at $0.20 per share. This equity conversion price will increase to the
amount of our offering price once the price is determined.

EXPERTS
Jonathan P. Reuben, a Accountancy Corporation ("Auditor") an independent
registered public accounting firm, has audited our financial statements at
December 31, 2009 and 2010 as set forth in their report. We have included
our financial statements in the prospectus and elsewhere in the registration
statement in reliance of Auditor's report, given on their authority as experts
in accounting and auditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed with the SEC a registration statement on Form S-1 under the
Securities Act, with respect to the shares of common stock being offered by
this prospectus. This prospectus does not contain all of the information in
the registration statement and its exhibits. For further information with
respect to the Company, we refer you to the registration statement and its
exhibits. Statements contained in this prospectus as to the contents of any
contract or any other document referred to are not necessarily complete, and
in each instance, we refer you to the copy of the contract or other document
filed as an exhibit to the registration statement. Each of these statements
is qualified in all respects by this reference.

You can read our SEC filings, including the registration statement, over the
Internet at the SEC's website at http://www.sec.gov. You may also read and
copy any document we file with the SEC at its public reference facilities at
100 F Street, N.E., Washington, D.C. 20549. You may also obtain copies of
these documents at prescribed rates by writing to the Public Reference Section
of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC
at 1-800-SEC-0330 for further information on the operation of the public
reference facilities.

Upon completion of this offering, we will be subject to the information
reporting requirements of the Exchange Act, and we will file reports, proxy
statements and other information with the SEC. These reports, proxy statements
and other information will be available for inspection and copying at the
public reference room and web site of the SEC referred to above. We also
maintain a website at www.cardigant.com, at which you may access these
materials free of charge as soon as reasonably practicable after they are
electronically filed with, or furnished to, the SEC. The information contained
in, or that can be accessed through, our website is not part of, and is not
incorporated into, this prospectus.

----------------------------- Page 36 ----------------------------------------

DISCLOSURE CONTROLS AND PROCEDURES
In connection with our compliance with securities laws and rules, our Chief
Financial Officer has evaluated our disclosure controls and procedures on March
31, 2011.  He has concluded that our disclosure controls and procedures are
effective.  There have been no significant changes in our internal controls
or in other factors that could significantly affect these controls subsequent
to the date of their evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.

In making this assessment, management, used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission in the
Internal Control-Integrated Framework. Inherent in a development stage entity
is the problem of segregation of duties.  Given that the Company has a limited
accounting department, segregation of duties cannot be completely accomplished
at this stage in the business lifecycle.

Based on its assessment, management has concluded that the Company's disclosure
controls and procedures and internal control over financial reporting is
effective based on those criteria.

INDEX TO FINANCIAL STATEMENTS
(F- Pages)
Report of Independent Registered Public Accounting Firm
Audited Financial Statements for the Years Ending December 31, 2010 and 2009.
Notes to the Audited Financial Statements
Unaudited Financial Statements for the Years Ending December 31, 2010 and 2009.
Notes to the unaudited Financial Statements

----------------------------- Page 37 ----------------------------------------


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and
Stockholders of Cardigant Medical, Inc.
Manhattan Beach, California

We have audited the accompanying balance sheets of Cardigant Medical, Inc.
as of December 31, 2010 and 2009, and the related statements of operations,
stockholders' equity, and cash flows for the year ended December 31, 2010 and
for the period from its inception (April 17, 2009) to December 31, 2009.
Cardigant Medical, Inc.'s management is responsible for these financial
statements. Our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits in accordance with the
standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. The company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. Our audit
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
company's internal control over financial reporting. Accordingly, we express
no such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. We
believe that our audits provide 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 Cardigant Medical, Inc. as of
December 31, 2010 and 2009, and the results of its operations and its cash
flows for the year ended December 31, 2010 and for the period from its
inception (April 17, 2009) to December 31, 2009 in conformity with accounting
principles generally accepted in the United States of America.

/s/ Jonathon P. Reuben CPA
Jonathon P. Reuben CPA,
An Accountancy Corporation
Torrance, California
May 13, 2011

--------------------------------- Page 38 ------------------------------------


                                         CARDIGANT MEDICAL INC.
                                      (A DEVELOPMENT STAGE COMPANY)
                                            BALANCE SHEETS

                                                            December 31,
                                                       2010              2009
                                                     --------------------------
                                                                   
ASSETS

CURRENT ASSETS
Cash                                                  $57,831           $11,308
Prepaid expense                                        1,900 	         -
                                                       --------         --------
Total current assets                                   59,731            11,308
                                                       --------         --------
TOTAL ASSETS                                           $59,731           $11,308
                                                       --------         --------
                                                       --------         --------
LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES

Accounts payable and accrued expenses                  $15,842           $14,219
Accrued officer compensation                           210,000           90,000
Due to stockholder                                     63,884            85,261
                                                       --------         --------
Total current liabilities                             289,726           189,480
                                                       --------         --------
TOTAL LIABILITIES                                      289,726           189,480
                                                       --------         --------
STOCKHOLDERS' (DEFICIT)
Common stock, 15,000,000 shares authorized,
$0.001" par value, 11,149,750  issued and
outstanding at December 31, 2010, 1,500
shares issued and outstanding at December
31, 2009                                               11,150            2
Additional paid-in capital                             68,502            -
Accumulated deficit                                  (309,647)        (178,174)
                                                      --------         --------
 Total stockholders' (deficit)                       (229,995)         (178,172)
                                                      --------         --------
TOTAL LIABILITIES AND STOCKHOLDERS'(DEFICIT)           $59,731           $11,308
                                                      --------         --------
                                                      --------         --------


(The accompanying notes are an integral part of these financial statements)


--------------------------------- F-2 ----------------------------------------


                                                   CARDIGANT MEDICAL INC.
                                                 (A DEVELOPMENT STAGE COMPANY)
                                                   STATEMENTS OF OPERATIONS

                                                                         From Inception         From Inception
                                                                        (April 17, 2009)       (April 17, 2009)
                                               For Year Ended		          to                    to
                                               December 31               December 31,         December 31,
																																															2010                        2009		              2010
	                                          ---------------           ---------------        ---------------
                                                                                          
REVENUE
Grant from National Institute of Health		     $60,200                     $  -                    $60,200
                                              ---------------           ---------------        ---------------
OPERATING EXPENSES
Research and development                      149,881                     120,386                 270,267
Selling, general, and administrative           39,761                      57,227                  96,988
                                              ---------------           ---------------        ---------------
Total operating expenses                      189,642                     177,613                 367,255
                                              ---------------           ---------------        ---------------
(LOSS) FROM OPERATIONS                         129,442)                   (177,613)               (307,055)
                                              ---------------           ---------------        ---------------
OTHER INCOME/(EXPENSES)
Interest expense                              (2,031)                     (561)                   2,592)
                                              ---------------           ---------------        ---------------
NET (LOSS)                                      $(131,473)                  $(178,174)              $(309,647)
                                              ---------------           ---------------        ---------------
                                              ---------------           ---------------        ---------------

(LOSS) PER COMMON SHARE -
BASIC AND DILUTED                              $(0.01)                     $(162.57)
                                             ---------------           ---------------
                                             ---------------           ---------------
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING                       11,087,021                  1,096
                                             ---------------           ---------------
                                             ---------------           ---------------


(The accompanying notes are an integral part of these financial statements)


--------------------------------- F-3 ----------------------------------------



CARDIGANT MEDICAL INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT)

                                                                             Additional
                                                Common Stock                 Paid-In          Accumulated
                                             Shares       Amount               Capital        Deficit        Total
                                          ----------   -------------------------------      ----------        ----------
                                                                                                
Balance - April 17, 2009                    -           -                     -               -                -
Issuance of shares to founder at inception  1,500       $2
Net (loss) for the period                                                                    (178,174)         $(178,174)

Balance - December 31, 2009                 1,500       2                     -               (178,174)        (178,172)
                                          ----------   --------               --------      ----------        ----------
                                          ----------   --------               --------      ----------        ----------
Balance - January 1, 2010                   1,500       $2                    $-              $(178,174)       $(178,172)

Issuance of common stock for cash           138,250     138                   27,512                           27,650
Conversion of shareholder loan to equity    11,000,000  11,000                39,000                           50,000
Issuance of common stock for services       10,000      10                    1,990                            2,000
Net (loss) for the period                                                                     (131,473)        (131,473)
                                          ----------   -------------------------------      ----------        ----------
Balance - December 31, 2010                 11,149,750  $11,150               $68,502         $(309,647)       $(229,995)
                                          ----------   --------               --------      ----------        ----------
                                          ----------   --------               --------      ----------        ----------


(The accompanying notes are an integral part of these financial statements)


--------------------------------- F-4 ----------------------------------------


CARDIGANT MEDICAL INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS

                                                                                          From date of              From date of
                                                                     For year ended      inception                inception
																																																																					                  (April 17, 2009)          (April 17, 2009)
                                                                                             to                        to
                                                                     December 31,         December 31,              December 31,
                                                                        2010                 2009                         2010
                                                                       -------------     -------------               ------------
                                                                                                               
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)                                                                  $(131,473)        $(178,174)             $(309,647)
Adjustments to reconcile net income  (loss) to net cash provided by
(used in) operating activities:                                              -                 -                       -
Net changes in operating assets and liabilities:
(Increase) in prepaid expenses                                               (1,900)           -                       (1,900)
Inccrease (decrease) in accounts payable and accrued expenses                (14,219)          13,658                  (561)
Increase in accrued officer compensation                                      135,842           90,000                  225,842
                                                                              --------         --------              --------
Net cash (used in) operating activities                                      (11,750)          (74,516)                (86,266)
                                                                              --------         --------              --------
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings (repayment) of notes payable
Proceeds from issuance of common stock                                        79,650            2                       79,652
Advancements from related party, net of repayment                            (21,377)          85,822                  64,445
                                                                              --------         --------              --------
Net cash provided by financing activities                                      58,273            85,824                 144,097
                                                                              --------          --------             --------
NET INCREASE IN CASH AND CASH EQUIVALENTS                                      46,523            11,308                  57,831
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                                11,308            -                       11,308
                                                                              --------         --------               --------
CASH AND CASH EQUIVALENTS - END OF PERIOD                                     $57,831           $11,308                 $69,139
                                                                              --------         --------              ---------
                                                                              --------         --------              ---------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITY
Cash paid during the year for income taxes                                     $-                $-                   $-
                                                                              --------          --------             --------
																																																																													 --------          --------             --------
Cash paid during the year for interest expense                                 $-                $-                   $-
                                                                              --------          --------             --------
                                                                              --------          --------             --------


Noncash investing and financing activities:


In January 2010, the Company's founder converted $50,000 of his shareholder
loan balance in exchange for 11,000,000 shares of the Company's common stock.

During the year ended December 31, 2010 the Company issued 10,000 shares of
its common stock for services provided by its Chief Scientific Officer valued
at $10,000.

During the year ended December 31, 2010 the company issued 138,250 shares in
private placement offerings in exchange for $27,650 in cash.

(The accompanying notes are an integral part of these financial statements)


--------------------------------- F-5 ----------------------------------------


(1) Nature and Continuance of Operations

Description of the Business
Cardigant Medical Inc. ("Cardigant" or "Company") is a development stage
biotechnology company focused on the development of novel biologic compounds
and enhanced methods for local delivery for the treatment of cardiovascular
disease. Cardigant was founded on April 17, 2009 and is incorporated within
the state of Delaware. The company is engaged in research and development in
multiple countries but maintains its corporate office in greater Los Angeles.
The Corporation has elected to be taxed under the provisions of Subchapter "S"
for income tax purposes

(2) Summary of Significant Accounting Policies

Use of Estimates
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 and disclosure of
contingent assets and liabilities at the date of the consolidated financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates

Cash and Cash Equivalents
The Company considers all highly liquid debt instruments and other short-term
investments with maturities of three months or less, when purchased, to be cash
equivalents.  The Company maintains cash balances at one financial institution
that is insured by the Federal Deposit Insurance Corporation ("FDIC") up to
$250,000. As of March 31, 2011, the Company's cash balances did not exceed
the FDIC limits.

Revenue Recognition
The Company recognizes revenue when evidence of an arrangement exists, title
has passed (generally upon shipment) or services have been rendered, the
selling price is fixed or determinable and collectability is reasonably
assured. Revenue from product sales to new customers is recognized when all
elements of the sale have been delivered. All costs related to product shipment
are recognized at time of shipment. The Company does not provide for rights of
return to customers on product sales and therefore does not record a provision
for returns.

Property and Equipment
Property and equipment are stated at cost less accumulated depreciation and
amortization. Depreciation and amortization are calculated using the
straight-line method and with useful lives used in computing depreciation
ranging from 3 to 5 years. When property and equipment are retired or otherwise
disposed of, the related cost and accumulated depreciation are removed from
the respective accounts, and any gain or loss is included in operations.
Expenditures for maintenance and repairs are charged to operations as
incurred; additions, renewals and betterments are capitalized.

--------------------------------- F-6 ----------------------------------------

Long-Lived Assets
The Company accounts for its long-lived assets in accordance with Accounting
Standards Codification ("ASC")  Topic 360-10, Formerly SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets."  ASC
Topic 360-10 requires that long-lived assets be reviewed for impairment
whenever events or changes in circumstances indicate that the historical
cost carrying value of an asset may no longer be appropriate. The Company
assesses recoverability of the carrying value of an asset by estimating the
future net cash flows expected to result from the asset, including eventual
disposition. If the future net cash flows are less than the carrying value
of the asset, an impairment loss is recorded equal to the difference between
the asset's carrying value and fair value or disposable value. As of December
31, 2010 and 2009, the Company has determined that none of its long-term
assets were impaired.

Research and development
The Company accounts for research and development costs in accordance with the
Accounting Standards Codification subtopic 730-10, Research and Development
("ASC 730-10"). Under ASC 730-10, all research and development costs must be
charged to expense as incurred. Accordingly, internal research and development
costs are expensed as incurred. Third-party research and development costs
are expensed when the contracted work has been performed or as milestone
results have been achieved. Company-sponsored research and development costs
related to both present and future products are expensed in the period
incurred. The Company incurred research and development expenses of $149,881
for the year ended December 31 2010 and $120,386 for the period from inception
(April 17, 2009) through December 31, 2009, respectively.

Income Taxes
Income taxes are accounted for under the asset and liability method in
accordance with ASC Topic 740-10, formerly SFAS 109 "Accounting for Income
Taxes."  Deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss carryforwards.  Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in
the years in which those temporary differences are expected to be recovered
or settled.  The effect on deferred tax assets and liabilities of a change
in tax rates is recognized in income in the period that includes the enactment
date.  When it is considered to be more likely than not that a deferred tax
asset will not be realized, a valuation allowance is provided for the excess.

Share-Based Compensation
The Company accounts for stock-based compensation under ASC Topic 505-50,
formerly SFAS No. 123R, "Share-Based Payment" and SFAS No. 148, "Accounting
for Stock-Based Compensation - Transition and Disclosure - An amendment to
SFAS No. 123."  These standards define a fair value-based method of accounting
for stock-based compensation. In accordance with SFAS Nos. 123R and 148,
the cost of stock-based compensation is measured at the grant date based on
the value of the award and is recognized over the period in which the Company
expects to receive the benefit, which is generally the vesting period.

The Company adopted its 2010 Stock Option Plan in May of 2010 and for a maximum
of five million shares to be issued. At March 31, 2011, no options have been
granted.

Per Share Amounts
The Company reports earnings (loss) per share in accordance with Accounting
Standards Codification "ASC" Topic 260-10, "Earnings per Share." Basic earnings
(loss) per share is computed by dividing income (loss) available to common
shareholders by the weighted average number of common shares available. Diluted
earnings (loss) per share is computed similar to basic earnings (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. For 2010 and 2009, the Company did not have equity or debt
instruments issued or granted which would be ant-dilutive.

--------------------------------- F-7 ----------------------------------------

Recent Accounting Pronouncements
Pronouncements issued by the FASB or other authoritative accounting standards
groups with future effective dates are either not applicable or are not
expected to be significant to the financial statements of the Company.

(3) Due to stockholder
The Company has thus far received most of its working capital by its founder
Jerett A. Creed. These costs have been carried as a shareholder loan accruing
interest at the rate of 5% per annum. On January 4th, 2010, Mr. Creed converted
$50,000 of his outstanding shareholder loan balance in exchange for eleven
million shares of the Company. As of December 31, 2010 and 2009, the balance
due was $63,884 and $85,261, respectively. Accrued interest charged to
operations during the year ended December 31, 2010 and from inception
(April 17, 2009) through December 31, 2009 amounted to $2,031 and $561,
respectively.

(4) Accrued officer's compensation
The Company has been accruing a salary in the amount of $120,000 per annum
for its founder Jerett A. Creed since January 3, 2010. The balance at
December 31, 2010 and 2009 was $210,000 and $90,000, respectively. Accrued
compensation that was charged to operations during the year ended December
31, 2010 and from inception (April 17, 2009) through December 31, 2009
amounted to $120,000 and $90,000, respectively. Salary is allocated between
research and development and general and administrative based upon time spent.

(5) Shareholder's Equity
At the Company's inception, the Company issued its founder 1,500 shares valued
at par. On January 3rd, 2010, the board increase the total number of common
shares authorized for issuance to 15,000,000 with a par value of $0.001. On
January 4th, 2010 Mr. Creed converted $50,000 of his shareholder loan balance
in exchange for 11 million shares. A total of 148,250 shares were issued
during 2010 for $0.20 per share, of which 138,250 shares were issued for
$27,650 in cash through a private placement and 10,000 shares were issued
for services valued at $2,000. A total of 11,149,750 shares were issued and
outstanding as of December 31, 2010.

(6) Subsequent Events
On May 02, 2011, the board approved an increase in the authorized Common
Stock to 25,000,000 shares at a par value of $0.001.

On May 17, 2011, the board approved a share registration to be filed on
Form S-1 with the Securities and Exchange Commission. The registration was
authorized to include up to $2,000,000 shares of our common stock for up to
$1.20 per share.

--------------------------------- F-8 ----------------------------------------


CARDIGANT MEDICAL INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS

                                                      March 31,         December 31,
                                                       2011              2010
                                                      --------------------------
                                                      (Unaudited)
                                                                   
ASSETS

CURRENT ASSETS
Cash                                                   $153,133          $57,831
Prepaid expense                                        1,200 	         1,900
                                                       --------         --------
Total current assets                                   154,333           59,731
                                                       --------         --------
TOTAL ASSETS                                           $154,333          $59,731
                                                       --------         --------
                                                       --------         --------
LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES

Accounts payable and accrued expenses                  $18,501           $15,842
Accrued officer compensation                           240,000           210,000
Due to stockholder                                      51,242            63,884
                                                       --------         --------
Total current liabilities                              309,743           289,726
                                                       --------         --------
TOTAL LIABILITIES                                      309,743           289,726
                                                       --------         --------
STOCKHOLDERS' (DEFICIT)
Common stock, 15,000,000 shares authorized,
$0.001" par value, 11,149,750  issued and
outstanding at December 31, 2010, 1,500
shares issued and outstanding at December
31, 2009                                              11,153            11,150
Additional paid-in capital                            69,198            68,502
Accumulated deficit                                  (235,761)         (309,647)
                                                      --------         --------
Total stockholders' (deficit)                        (155,410)         (229,995)
                                                      --------         --------
TOTAL LIABILITIES AND STOCKHOLDERS'(DEFICIT)           $154,333           $59,731
                                                      --------         --------
                                                      --------         --------


(The accompanying notes are an integral part of these financial statements)


--------------------------------- F-9 ----------------------------------------


CARDIGANT MEDICAL INC.
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED STATEMENTS OF OPERATIONS

                                                                                        From date of Inception
                                                                                           (April 17, 2009)
                                                          For Three Months Ended                  to
                                                   March 31                   March 31,         March 31,
                                                    2011                        2010		          2011
                                                 ---------------           ---------------     ---------------
                                                                                         
REVENUE
Grant from National Institute of Health      $110,550                    $ -                   $170,750
                                              ---------------           ---------------        ---------------
OPERATING EXPENSES
Research and development                      27,565                     52,507                 297,832
Selling, general, and administrative          8,375                      11,385                 105,363
                                              ---------------           ---------------        ---------------
Total operating expenses                      35,940                     63,892                 403,195
                                              ---------------           ---------------        ---------------
(LOSS) FROM OPERATIONS                        74,610                   (63,892)               (232,445)
                                              ---------------           ---------------        ---------------
OTHER INCOME/(EXPENSES)
Interest expense                              (724)                     (311)                   (3,316)
                                              ---------------           ---------------        ---------------
NET (LOSS)                                    $73,886                  $(64,203)              $(235,761)
                                              ---------------           ---------------        ---------------
                                              ---------------           ---------------        ---------------

(LOSS) PER COMMON SHARE -
BASIC AND DILUTED                             $0.01                     $(0.01)
                                             ---------------           ---------------
                                             ---------------           ---------------
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING                     11,150,956                10,535,944
                                             ---------------           ---------------
                                             ---------------           ---------------


(The accompanying notes are an integral part of these financial statements)


--------------------------------- F-10 ---------------------------------------



                                                    CARDIGANT MEDICAL INC.
                                                 (A DEVELOPMENT STAGE COMPANY)
                                               UNAUDITED STATEMENTS OF CASH FLOWS


                                                                                                           From date of
                                                                                                            inception
                                                                            For three months ended     (April 17,2009) to
                                                                           March 31,       March 31,          March 31,
                                                                           2011              2010               2011
                                                                        ---------------   ---------------    ---------------
                                                                                                        
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)                                                                  $73,886         $(64,203)         $(235,761)
Adjustments to reconcile net income  (loss) to net cash provided by
(used in) operating activities:                                                -               -                  -
Stock based compensation                                                      700             -                  700
Net changes in operating assets and liabilities:
(Increase) in prepaid expenses                                                700             (10,000)           (1,200)
Inccrease (decrease) in accounts payable and accrued expenses                2,658           4,733              18,500
Increase in accrued officer compensation                                     30,000          30,000             240,000
                                                                              --------         --------          --------
Net cash (used in) operating activities                                      107,944         (39,470)           22,239
                                                                              --------         --------          --------
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings (repayment) of notes payable
Proceeds from issuance of common stock                                         0               64,000             79,652
Advancements from related party, net of repayment                             (12,641)        (28,163)            51,242
                                                                               --------       --------           --------
Net cash provided by financing activities                                     (12,641)        35,837             130,894
                                                                              --------         --------          --------
NET INCREASE IN CASH AND CASH EQUIVALENTS                                     95,303          (3,633)            153,133

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                               57,830          11,308              -
                                                                             --------         --------           --------
CASH AND CASH EQUIVALENTS - END OF PERIOD                                     $153,133        $7,675             $153,133
                                                                             --------         --------           --------
																																																																													--------         --------           --------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITY
   Cash paid during the year for income taxes                                 $ -             $ -                $ -
                                                                                --------        --------         --------
                                                                                --------        --------         --------
   Cash paid during the year for interest expense                             $ -             $ -                $ -
                                                                                --------        --------         --------
                                                                                --------        --------         --------

--------------------------------- F-11 ---------------------------------------


(1) Nature and Continuance of Operations

Description of the Business
Cardigant Medical Inc. ("Cardigant" or "Company") is a development stage
biotechnology company focused on the development of novel biologic compounds
and enhanced methods for local delivery for the treatment of cardiovascular
disease. Cardigant was founded on April 17, 2009 and is incorporated within
the state of Delaware. The company is engaged in research and development in
multiple countries but maintains its corporate office in greater Los Angeles.
The Corporation has elected to be taxed under the provisions of Subchapter "S"
for income tax purposes

Basis of Presentation
The accompanying unaudited financial statements contain all adjustments
(consisting only of normal recurring adjustments) which, in the opinion of
management, are necessary to present fairly the financial position of the
Company as of March 31, 2011, and the results of its operations and cash
flows for the three months ended March 31, 2011 and 2010. Certain information
and footnote disclosures normally included in financial statements have been
condensed or omitted pursuant to rules and regulations of the U.S. Securities
and Exchange Commission (the "Commission"). The Company believes that the
disclosures in the unaudited condensed consolidated financial statements
are adequate to make the information presented not misleading. However,
the unaudited condensed consolidated financial statements included herein
should be read in conjunction with the Company's audited financial statements
and notes for the year ended December 31, 2010. The accompanying financial
statements are prepared using the accrual method of accounting in accordance
with accounting principles generally accepted in the United States.

(2) Summary of Significant Accounting Policies

Use of Estimates
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 and disclosure of
contingent assets and liabilities at the date of the consolidated financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates

Cash and Cash Equivalents
The Company considers all highly liquid debt instruments and other short-term
investments with maturities of three months or less, when purchased, to be cash
equivalents.  The Company maintains cash balances at one financial institution
that is insured by the Federal Deposit Insurance Corporation ("FDIC") up to
$250,000. As of March 31, 2011, the Company's cash balances did not exceed the
FDIC limits.

Revenue Recognition
The Company recognizes revenue when evidence of an arrangement exists, title
has passed (generally upon shipment) or services have been rendered, the
selling price is fixed or determinable and collectibility is reasonably
assured. Revenue from product sales to new customers is recognized when all
elements of the sale have been delivered. All costs related to product shipment
are recognized at time of shipment. The Company does not provide for rights of
return to customers on product sales and therefore does not record a provision
for returns.

--------------------------------- F-12 ---------------------------------------

Property and Equipment
Property and equipment are stated at cost less accumulated depreciation and
amortization. Depreciation and amortization are calculated using the
straight-line method and with useful lives used in computing depreciation
ranging from 3 to 5 years. When property and equipment are retired or
otherwise disposed of, the related cost and accumulated depreciation are
removed from the respective accounts, and any gain or loss is included in
operations. Expenditures for maintenance and repairs are charged to operations
as incurred; additions, renewals and betterments are capitalized.

Long-Lived Assets
The Company accounts for its long-lived assets in accordance with ASC Topic
360-10, Formerly SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets."  ASC Topic 360-10 requires that long-lived assets be
reviewed for impairment whenever events or changes in circumstances
indicate that the historical cost carrying value of an asset may no longer
be appropriate. The Company assesses recoverability of the carrying value
of an asset by estimating the future net cash flows expected to result from
the asset, including eventual disposition. If the future net cash flows are
less than the carrying value of the asset, an impairment loss is recorded
equal to the difference between the asset's carrying value and fair value
or disposable value. As of March 31, 2011, the Company has determined that
none of its long-term assets were impaired.

Research and development
The Company accounts for research and development costs in accordance with the
Accounting Standards Codification subtopic 730-10, Research and Development
("ASC 730-10"). Under ASC 730-10, all research and development costs must be
charged to expense as incurred. Accordingly, internal research and development
costs are expensed as incurred. Third-party research and development costs are
expensed when the contracted work has been performed or as milestone results
have been achieved. Company-sponsored research and development costs related
to both present and future products are expensed in the period incurred. The
Company incurred research and development expenses of $27,565 and $52,507 for
the three months ended March 31, 2011 and 2010, respectively.

Income Taxes
Income taxes are accounted for under the asset and liability method in
accordance with ASC Topic 740-10, formerly SFAS 109 "Accounting for Income
Taxes."  Deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss carryforwards.  Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in
the years in which those temporary differences are expected to be recovered
or settled.  The effect on deferred tax assets and liabilities of a change
in tax rates is recognized in income in the period that includes the enactment
date.  When it is considered to be more likely than not that a deferred tax
asset will not be realized, a valuation allowance is provided for the excess.

Share-Based Compensation
The Company accounts for stock-based compensation under ASC Topic 505-50,
formerly SFAS No. 123R, "Share-Based Payment" and SFAS No. 148, "Accounting
for Stock-Based Compensation - Transition and Disclosure - An amendment to
SFAS No. 123."  These standards define a fair value-based method of accounting
for stock-based compensation. In accordance with SFAS Nos. 123R and 148, the
cost of stock-based compensation is measured at the grant date based on the
value of the award and is recognized over the period in which the Company
expects to receive the benefit, which is generally the vesting period.

The Company adopted its 2010 Stock Option Plan in May of 2010 and for a
maximum of five million shares to be issued. At March 31, 2011, no options
have been granted.

Per Share Amounts
The Company reports earnings (loss) per share in accordance with Accounting
Standards Codification "ASC" Topic 260-10, "Earnings per Share." Basic
earnings (loss) per share is computed by dividing income (loss) available
to common shareholders by the weighted average number of common shares
available. Diluted earnings (loss) per share is computed similar to basic
earnings (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. As of March 31, 2011 and 200, the
Company did not have equity or debt instruments issued or granted
which would be ant-dilutive.

--------------------------------- F-13 ---------------------------------------

Recent Accounting Pronouncements
Pronouncements issued by the FASB or other authoritative accounting standards
groups with future effective dates are either not applicable or are not
expected to be significant to the financial statements of the Company.

(3) Due to stockholder
The Company has thus far received most of its working capital by its founder
Jerett A. Creed. These costs have been carried as a shareholder loan accruing
interest at the rate of 5% per annum. On January 4th, 2010, Mr. Creed
converted $50,000 of his outstanding shareholder loan balance in exchange
for eleven million shares of the Company. As of March 31, 2011, the balance
due was $51,242. Interest charged to operations during the three months
ended March 31, 2011 was $724.

(4) Accrued officer's compensation
The Company has been accruing a salary in the amount of $120,000 per annum
for its founder Jerett A. Creed since January 3, 2010. No payments have
been made at this time. It is unlikely that the wages payable balance will
be paid within the next two quarters.  If sufficient capital exists due to
a future capital raise, the Company will evaluate paying all or a portion
of the outstanding balance at that time. The decision to use working capital
funds to pay off the outstanding balance is solely at the discretion of Mr.
Creed. Mr. Creed also has the option of converting all or a portion of his
salary to equity based on the per share price used in the most recent share
offering at that time. The balance at March 31, 2011 was $258,501. Accrued
compensation that was charged to operations during the three months ended
March 31 2011 and 2010 was $30,000 and $30,000, respectively.  Salary is
being allocated 80% to research and development and 20% to general and
administrative.

(5) Shareholder's Equity
On January 3rd, 2010, the board authorized an increase to 15,000,000 common
shares with a par value of $0.001. On January 4th, 2010 Mr. Creed converted
$50,000 of his shareholder loan balance in exchange for 11 million shares.
Beginning in March, the Company began a private placement offering. A total
of 148, 250 shares were issued during 2010 for $0.20 per share, of which
138,250 shares were issued for $27,650 in cash and 10,000 shares were issued
for services valued at $2,000. During the three months ended March 31, 2011,
the Company issued chief scientific officer 3,500 shares of common shares as
part compensation pursuant to his employment agreement, which were valued at
$700. A total of 11,153,250 shares were issued and outstanding as at March 31,
2011.

(6) Subsequent Events
On May 02, 2011, the board approved an increase in the authorized Common
Stock to 25,000,000 shares at a par value of $0.001.

On May 17, 2011, the board approved a share registration to be filed on
Form S-1 with the Securities and Exchange Commission. The registration was
authorized to include up to $2,000,000 shares of our common stock for up to
$1.20 per share.

--------------------------------- F-14 ---------------------------------------

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our by-laws indemnify each person (including the heirs, executors,
administrators, or estate of such person) who is or was a director or officer
of Cardigant Medical Inc. to the fullest extent permitted or authorized by
current or future legislation or judicial or administrative decision against
all fines, liabilities, costs and expenses, including attorney's fees, arising
out of his or her status as a director, officer, agent, employee or
representative. The foregoing right of indemnification shall not be exclusive
of other rights to which those seeking an indemnification may be entitled.
Cardigant Medical Inc. may maintain insurance, at its expense, to protect
itself and all officers and directors against fines, liabilities, costs and
expenses, whether or not Cardigant Medical Inc. would have the legal power
to indemnify them directly against such liability.

If this indemnification or any portion of it is invalidated on any ground by a
court of competent jurisdiction, Cardigant Medical Inc. nevertheless
indemnifies each person described above to the fullest extent permitted by all
portions of this indemnification that have not been invalidated and to the
fullest extent permitted by law.

--------------------------------- Page 39 ------------------------------------

EXHIBITS INDEX

The following exhibits are filed as part of this registration statement.

Exhibit No.                  Description

3.1 Certificate of Incorporation of the Company filed on April 17, 2009 with
the Delaware Secretary of State

3.2 By Laws of the Company

3.3 Certificate of Amendment of the Certificate of Incorporation of the
Company (board approved on January 02, 2010) and dated May 05, 2010.

3.4 Certificate of Amendment of the Certificate of Incorporation of the
Company dated May 20, 2011.

3.5 2010 Stock Option Plan

3.6 Consent of Jonathan Reuben, an Accountancy Corporation dated August 15,
2011

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth expenses, incurred or expected to be incurred
by Cardigant Medical Inc. in connect with the registration of the securities
being offered by the selling shareholders.  Items marked with an asterisk (*)
represent estimated expenses.  We have agreed to pay all the costs and expenses
of this registration.  Selling security holders will not pay any part of these
expenses.

SEC Registration Fees               $348.30
Legal Fess & Expenses*              $4,500
Accounting Fess & Expenses*         $14,000
Printing*                           $1,500
Miscellaneous                       $2,000

Total*                              $22,348

--------------------------------- Page 40 ------------------------------------

RECENT SALE OF UNREGISTERED SECURITIES

The Company completed private placements of common stock at $0.20 per share
from the following investors in the number of shares and on the dates set out
opposite their names:

Name                                Shares      Date Issued
Shane Manning                       70,000       03/01/2010
Greg Tylka                          12,500       07/29/2010
Courtney Tylka                      12,500       07/29/2010
Peter D. Stavis                     1,000        07/16/2010
Gregory ten Bosch                     500        05/21/2010
Carl Slabicki                       1,000        08/07/2010
Cory Hannaford                      9,000        08/30/2010
Larry Hermona                         500        06/16/2010
John R. ten Bosch                     750        07/06/2010
Denise Beals                          500        05/25/2010
Franz Goepfert                     30,000        07/17/2010
Jeanne Proto                        1,000        02/02/2011
Jason Schlenker                     7,500        02/02/2011
Vince Parras                       20,000        08/11/2011
Jason Schlenker                    12,500        08/11/2011

The Company entered into a Consulting Agreement with Emerson Perin, MD, PhD,
FACC. ("Perin") for consulting services as our Chief Medical Officer for a
term expiring December 31, 2012.  The Company shall issue 30,000 shares of
restricted common stock of the Company which shall be earned in the following
manner:  15,000 shares will be earned by Perin issuable as of March 31, 2011
and 15,000 shares earned and issuable as at March 31, 2012.

Note: Approximately 98% of our issued and outstanding shares are owned and
controlled by our founder. If all shares are sold (not including over
allotment), our founder will still control approximately 84% of our issued
and outstanding shares.

--------------------------------- Page 41 ------------------------------------

UNDERTAKINGS

The undersigned Registrant hereby undertakes:
To 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
of 1933;

(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% 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; and

(iv)  Remove from registration any of the securities that remain unsold at the
end of the offering.

That, for determining liability under the Securities Act, the Registrant
shall treat each post-effective amendment as a new registration statement
of the securities offered, and the offering of the securities at that time
to be the initial bona fide offering.

--------------------------------- Page 42 ------------------------------------

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 S-1 and authorized this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Los Angeles, California on August 15, 2011.

CARDIGANT MEDICAL INC

By: /s/ Jerett Creed

Name: Jerett Creed

Title: Director, Chief Executive Officer,
        Chief Financial 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.

SIGNATURE                       TITLE                                DATE

/s/ Jerett Creed     Director, Chief Executive Officer,     August 15, 2011
Jerett Creed	        Chief Financial Officer

EX-3

Exhibit 3.5

CARDIGANT MEDICAL INC
2010 Stock Option Plan
Approved By Board and Stockholders: May 05, 2010
Termination Date: May 01, 2020

1.  General.
(a) Eligible Option Recipients. The persons eligible to receive Options are
Employees, Directors and Consultants.
(b) Available Options. The Plan provides for the grant of Incentive Stock
Options and Non-statutory Stock Options.
(c) General Purpose. The Company, by means of the Plan, seeks to secure and
retain the services of the group of persons eligible to receive Options as
set forth in Section 1(a), to provide incentives for such persons to exert
maximum efforts for the success of the Company and any Affiliate and to
provide a means by which such eligible recipients may be given an opportunity
to benefit from increases in value of the Common Stock through the granting of
Options.
2.  Administration.
(a) Administration by Board. The Board shall administer the Plan unless and
until the Board delegates administration of the Plan to a Committee or
Committees, as provided in Section 2(c).
(b) Powers of Board.  The Board shall have the power, subject to, and within
the limitations of, the express provisions of the Plan:
(i) To determine from time to time (A) which of the persons eligible under the
Plan shall be granted Options; (B) when and how each Option shall be granted;
(C) what type or combination of types of Option shall be granted; (D) the
provisions of each Option granted (which need not be identical), including
the time or times when a person shall be permitted to receive Common Stock
pursuant to an Option; and (E) the number of shares of Common Stock with
respect to which an Option shall be granted to each such person.
(ii) To construe and interpret the Plan and Options granted under it, and
to establish, amend and revoke rules and regulations for its administration.
The Board, in the exercise of this power, may correct any defect, omission or
inconsistency in the Plan or in any Option Agreement, in a manner and to the
extent it shall deem necessary or expedient to make the Plan or Option fully
effective.
(iii) To settle all controversies regarding the Plan and Options granted under
it.
(iv) To accelerate the time at which an Option may first be exercised or the
time during which an Option or any part thereof will vest in accordance with
the Plan, notwithstanding the provisions in the Option stating the time at
which it may first be exercised or the time during which it will vest.

(v) To suspend or terminate the Plan at any time.  Suspension or termination
of the Plan shall not impair rights and obligations under any Option granted
while the Plan is in effect except with the written consent of the affected
Optionholder.
(vi) To amend the Plan in any respect the Board deems necessary or advisable,
including, without limitation, relating to Incentive Stock Options and certain
nonqualified deferred compensation under 409A of the Code and/or to bring the
Plan or Options granted under the Plan into compliance therewith, subject to
the limitations, if any, of applicable law. However, except as provided in
Section 8(a) relating to Capitalization Adjustments, stockholder approval
shall be required for any amendment of the Plan that (i) materially increases
the number of shares of Common Stock available for issuance under the Plan,
(ii) materially expands the class of individuals eligible to receive Options
under the Plan, (iii) materially increases the benefits accruing to Option
holders under the Plan or materially reduces the price at which shares of
Common Stock may be issued or purchased under the Plan, or (iv) materially
extends the term of the Plan, but only to the extent required by applicable
law or listing requirements. Except as provided in Section 2(b)(viii),
rights under any Option granted before amendment of the Plan shall not be
impaired by any amendment of the Plan unless (i) the Company requests the
consent of the affected Option holder, and (ii) such Option holder consents
in writing.
(vii) To submit any amendment to the Plan for stockholder approval, including,
but not limited to, amendments to the Plan intended to satisfy the requirements
of (i) Section 162(m) of the Code and the regulations there under regarding the
exclusion of performance-based compensation from the limit on corporate
deductibility of compensation paid to Covered Employees, (ii) Section 422
of the Code regarding Incentive Stock Options or (iii) Rule 16b-3.
(viii) To amend the terms of any one or more Options, including, but not
limited to, amendments to provide terms more favorable than previously
provided in the Option Agreement, subject to any specified limits in the
Plan that are not subject to Board discretion; provided however, that, the
rights under any Option shall not be impaired by any such amendment unless
(i) the Company requests the consent of the affected Optionholder, and (ii)
such Optionholder consents in writing.  Notwithstanding the foregoing, subject
 to the limitations of applicable law, if any, and without the affected
	Optionholder's consent, the Board may amend the terms of any one or more
	Options if necessary to maintain the qualified status of an Option as an
	Incentive Stock Option or to bring an Option into compliance with Code Section
409A and the related guidance thereunder.
(ix) Generally, to exercise such powers and to perform such acts as the Board
deems necessary or expedient to promote the best interests of the Company and
that are not in conflict with the provisions of the Plan or Options.
 (x) To adopt such procedures and sub-plans as are necessary or appropriate to
permit participation in the Plan by Employees, Directors or Consultants who
are foreign nationals or employed outside the United States.

(c) Delegation to Committee.
(i)  General. The Board may delegate some or all of the administration of the
Plan to a Committee or Committees.  If administration of the Plan is delegated
to a Committee, the Committee shall have, in connection with the administration
of the Plan, the powers theretofore possessed by the Board that have been
delegated to the Committee, including the power to delegate to a subcommittee
of the Committee any of the administrative powers the Committee is authorized
to exercise (and references in this Plan to the Board shall thereafter be to
the Committee or subcommittee), subject, however, to such resolutions, not
inconsistent with the provisions of the Plan, as may be adopted from time to
time by the Board.  The Board may retain the authority to concurrently
administer the Plan with the Committee and may, at any time, revest in the
Board some or all of the powers previously delegated.
(ii)  Section 162(m) and Rule 16b-3 Compliance. In the sole discretion of
the Board, the Committee may consist solely of two or more Outside Directors,
in accordance with Section 162(m) of the Code, or solely of two or more
Non-Employee Directors, in accordance with Rule 16b-3. In addition, the
Board or the Committee, in its sole discretion, may (A) delegate to a
Committee of Directors who need not be Outside Directors the authority to
grant Options to eligible persons who are either (I) not then Covered
Employees and are not expected to be Covered Employees at the time of
recognition of income resulting from such Option, or (II) not persons with
respect to whom the Company wishes to comply with Section 162(m) of the Code,
 or (B) delegate to a Committee of Directors who need not be Non-Employee
	Directors the authority to grant Options to eligible persons who are not
	then subject to Section 16 of the Exchange Act.
(d) Delegation to an Officer. The Board may delegate to one or more Officers
the authority to do one or both of the following (i) designate Employees who
are not Officers to be recipients of Options and the terms thereof, and (ii)
determine the number of shares of Common Stock to be subject to Options
granted to such Employees; provided, however, that the Board resolutions
regarding such delegation shall specify the total number of shares of Common
Stock that may be subject to the Options granted by such Officer and that such
 Officer may not grant an Option to himself or herself.  Notwithstanding
	anything to the contrary in this Section 2(d), the Board may not delegate
	to an Officer authority to determine the Fair Market Value of the Common
	Stock pursuant to Section 12(r)(ii) below.
(e) Effect of Board's Decision. All determinations, interpretations and
constructions made by the Board in good faith shall not be subject to review
by any person and shall be final, binding and conclusive on all persons.
3.  Shares Subject to the Plan.
(a) Share Reserve. Subject to the provisions of Section 8(a) relating to
adjustments upon changes in stock, the aggregate number of shares of Common
Stock of the Company that may be issued pursuant to Options after the Effective
Date shall not exceed three Million (3,000,000) shares.  For clarity, the
limitation in this subsection 3(a) is a limitation on the number of shares
of Common Stock that may be issued pursuant to the Plan.  Furthermore, if an
Option expires or otherwise terminates without having been exercised in full,
such expiration or termination shall not reduce (or otherwise offset) the
number of shares of Common Stock that may be issued pursuant to the Plan.

(b) Return to Reserve.  If any shares of Common Stock issued pursuant to an
Option are forfeited back to the Company because of the failure to meet a
contingency or condition required to vest such shares in the Optionholder,
then the shares which are forfeited shall revert to and again become available
 for issuance under the Plan.  Any shares reacquired by the Company pursuant
	to Section 7(g) or as consideration for the exercise of an Option shall again
 become available for issuance under the Plan.
(c) Source of Shares. The stock issuable under the Plan shall be shares of
authorized but unissued or reacquired Common Stock, including shares
repurchased by the Company.
4.  Eligibility.
(a) Eligibility for Specific Options.  Incentive Stock Options may be granted
only to employees of the Company or a parent corporation or subsidiary
corporation (as such terms are defined in Code Sections 424(e) and (f)).
Non-statutory Stock Options may be granted to Employees, Directors and
Consultants.
(b) Ten Percent Stockholders. A Ten Percent Stockholder shall not be
granted an Incentive Stock Option unless the exercise price of such Option
 is at least one hundred ten percent (110%) of the Fair Market Value of the
 Common Stock on the date of grant and the Option is not exercisable after
	the expiration of five (5) years from the date of grant.
(c) Consultants.  A Consultant shall be eligible for the grant of an Option
only if, at the time of grant, a Form S-8 Registration Statement under the
Securities Act ("Form S-8") is available to register either the offer or
the sale of the Company's securities to such Consultant because of the
nature of the services that the Consultant is providing to the Company,
because the Consultant is a natural person, or because of any other rule
governing the use of Form S-8.
5.  Option Provisions.
Each Option shall be in such form and shall contain such terms and conditions
 as the Board shall deem appropriate.  All Options shall be separately
	designated Incentive Stock Options or Non-statutory Stock Options at the
	time of grant, and, if certificates are issued, a separate certificate or
	certificates shall be issued for shares of Common Stock purchased on exercise
 of each type of Option.  If an Option is not specifically designated as an
Incentive Stock Option, then the Option shall be a Non-statutory Stock
Option.  The provisions of separate Options need not be identical; provided,
however, that each Option Agreement shall include (through incorporation of
provisions hereof by reference in the Option Agreement or otherwise) the
substance of each of the following provisions:
(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent
Shareholders, no Option shall be exercisable after the expiration of ten
(10) years from the date of its grant or such shorter period specified in
the Option Agreement.
(b) Exercise Price. Subject to the provisions of Section 4(b) regarding Ten
Percent Stockholders, the exercise price of each Option shall be not less
than one hundred percent (100%) of the Fair Market Value of the Common
Stock subject to the Option on the date the Option is granted.
Notwithstanding the foregoing, an Option may be granted with an exercise
price lower than one hundred percent (100%) of the Fair Market Value of
the Common Stock subject to the Option if such Option is granted pursuant
to an assumption or substitution for another option in a manner consistent
with the provisions of Section 424(a) of the Code (whether or not such
options are Incentive Stock Options).

(c) Consideration. The purchase price of Common Stock acquired pursuant to
the exercise of an Option shall be paid, to the extent permitted by applicable
law and as determined by the Board in its sole discretion, by any combination
of the methods of payment set forth below.  The Board shall have the
authority to grant Options that do not permit all of the following methods
 of payment (or otherwise restrict the ability to use certain methods) and
	to grant Options that require the consent of the Company to utilize a
	particular method of payment.  The methods of payment permitted by this
	Section 5(c) are:
(i) by cash, check, bank draft or money order payable to the Company;
 (ii) pursuant to a program developed under Regulation T as promulgated by
	the Federal Reserve Board that, prior to the issuance of the stock subject
	to the Option, results in either the receipt of cash (or check) by the Company
or the receipt of irrevocable instructions to pay the aggregate exercise price
to the Company from the sales proceeds;
(iii) by delivery to the Company (either by actual delivery or attestation)
of shares of Common Stock;
(iv) by a "net exercise" arrangement pursuant to which the Company will reduce
the number of shares of Common Stock issued upon exercise by the largest whole
number of shares with a Fair Market Value that does not exceed the aggregate
exercise price; provided, however, that the Company shall accept a cash or
other payment from the Optionholder to the extent of any remaining balance of
the aggregate exercise price not satisfied by such reduction in the number of
whole shares to be issued; provided, further, that shares of Common Stock will
no longer be outstanding under an Option and will not be exercisable thereafter
to the extent that (A) shares are used to pay the exercise price pursuant to
the "net exercise," (B) shares are delivered to the Optionholder as a result
of such exercise, and (C) shares are withheld to satisfy tax withholding
obligations; or
(v) in any other form of legal consideration that may be acceptable to the
Board.
(d) Transferability of Options. The Board may, in its sole discretion, impose
such limitations on the transferability of Options as the Board shall
determine.  In the absence of such a determination by the Board to the
contrary, the following restrictions on the transferability of Options shall
apply:
(i) Restrictions on Transfer. An Option shall not be transferable except by
will or by the laws of descent and distribution and shall be exercisable during
the lifetime of the Optionholder only by the Optionholder; provided, however,
that the Board may, in its sole discretion, permit transfer of the Option in a
manner consistent with applicable tax and securities laws upon the
Optionholder's request.
(ii) Domestic Relations Orders. Notwithstanding the foregoing, an Option may be
transferred pursuant to a domestic relations order, provided, however, that an
Incentive Stock Option may be deemed to be a Nonqualified Option as a result of
such transfer.
(iii) Beneficiary Designation. Notwithstanding the foregoing, the Optionholder
may, by delivering written notice to the Company, in a form provided by or
otherwise satisfactory to the Company, designate a third party who, in the
event of the death of the Optionholder, shall thereafter be entitled to
exercise the Option.

(e) Vesting Generally. The total number of shares of Common Stock subject to an
Option may vest and therefore become exercisable in periodic installments that
may or may not be equal. The Option may be subject to such other terms and
conditions on the time or times when it may or may not be exercised (which may
be based on the satisfaction of Performance Goals or other criteria) as the
Board may deem appropriate.  The vesting provisions of individual Options may
vary.  The provisions of this Section 5(e) are subject to any Option provisions
governing the minimum number of shares of Common Stock as to which an Option
may be exercised.
(f) Termination of Continuous Service. Except as otherwise provided in the
applicable Option Agreement or other agreement between the Optionholder and
the Company, in the event that an Optionholder's Continuous Service terminates
(other than upon the Optionholder's death or Disability), the Optionholder may
exercise his or her Option (to the extent that the Optionholder was entitled
to exercise such Option as of the date of termination of Continuous Service)
but only within such period of time ending on the earlier of (i) the date
three (3) months following the termination of the Optionholder's Continuous
Service (or such longer or shorter period specified in the Option Agreement),
or (ii) the expiration of the term of the Option as set forth in the Option
Agreement.  If, after termination of Continuous Service, the Optionholder does
 not exercise his or her Option within the time specified herein or in the
	Option Agreement (as applicable), the Option shall terminate.
(g) Extension of Termination Date. An Optionholder's Option Agreement may
provide that if the exercise of the Option following the termination of the
Optionholder's Continuous Service (other than upon the Optionholder's death or
Disability) would be prohibited at any time solely because the issuance of
shares of Common Stock would violate the registration requirements under the
Securities Act, then the Option shall terminate on the earlier of (i) the
expiration of a period of three (3) months after the termination of the
Optionholder's Continuous Service during which the exercise of the Option
would not be in violation of such registration requirements, or (ii) the
expiration of the term of the Option as set forth in the Option Agreement.
(h) Disability of Optionholder. If an Optionholder's Continuous Service
terminates as a result of the Optionholder's Disability, the Optionholder
may exercise his or her Option (to the extent that the Optionholder was
entitled to exercise such Option as of the date of termination of Continuous
Service), but only within such period of time ending on the earlier of (i)
the date twelve (12) months following such termination of Continuous Service
(or such longer or shorter period specified in the Option Agreement), or (ii)
the expiration of the term of the Option as set forth in the Option Agreement.
If, after termination of Continuous Service, the Optionholder does not exercise
his or her Option within the time specified herein or in the Option Agreement
(as applicable), the Option shall terminate.
(i) Death of Optionholder. If (i) an Optionholder's Continuous Service
terminates as a result of the Optionholder's death, or (ii) the Optionholder
dies within the period (if any) specified in the Option Agreement after the
termination of the Optionholder's Continuous Service for a reason other than
death, then the Option may be exercised (to the extent the Optionholder was
entitled to exercise such Option as of the date of death) by the Optionholder's
estate, by a person who acquired the right to exercise the Option by bequest or
inheritance or by a person designated to exercise the option upon the
Optionholder's death, but only within the period ending on the earlier of (i)
the date eighteen (18) months following the date of death (or such longer or
shorter period specified in the Option Agreement), or (ii) the expiration of
the term of such Option as set forth in the Option Agreement.  If, after the
Optionholder's death, the Option is not exercised within the time specified
herein or in the Option Agreement (as applicable), the Option shall terminate.

(j) Non-Exempt Employees.  No Option granted to an Employee that is a
non-exempt employee for purposes of the Fair Labor Standards Act shall be
first exercisable for any shares of Common Stock until at least six months
following the date of grant of the Option.  The foregoing provision is intended
to operate so that any income derived by a non-exempt employee in connection
with the exercise or vesting of an Option will be exempt from his or her regular
rate of pay.
(k) Early Exercise. The Option may, but need not, include a provision whereby
the Optionholder may elect at any time before the Optionholder's Continuous
Service terminates to exercise the Option as to any part or all of the shares
of Common Stock subject to the Option prior to the full vesting of the Option.
Any unvested shares of Common Stock so purchased may be subject to a repurchase
option in favor of the Company or to any other restriction the Board determines
to be appropriate.  The Company will not exercise its repurchase option until
at least six (6) months (or such longer or shorter period of time required to
avoid a charge to earnings for financial accounting purposes) have elapsed
following exercise of the Option unless the Board otherwise specifically
provides in the Option.
6.  Covenants of the Company.
(a) Availability of Shares. During the terms of the Options, the Company shall
keep available at all times the number of shares of Common Stock reasonably
required to satisfy such Options.
(b) Securities Law Compliance. The Company shall seek to obtain from each
regulatory commission or agency having jurisdiction over the Plan such
authority as may be required to grant Options and to issue and sell shares
of Common Stock upon exercise of the Options; provided, however, that this
undertaking shall not require the Company to register under the Securities
Act the Plan, any Option or any Common Stock issued or issuable pursuant to
any such Option. If, after commercially reasonable efforts, the Company is
unable to obtain from any such regulatory commission or agency the authority
that counsel for the Company deems necessary for the lawful issuance and sale
of Common Stock under the Plan, the Company shall be relieved from any
liability for failure to issue and sell Common Stock upon exercise of such
Options unless and until such authority is obtained.
(c) No Obligation to Notify.  The Company shall have no duty or obligation
to any holder of an Option to advise such holder as to the time or manner of
exercising such Option.  Furthermore, the Company shall have no duty or
obligation to warn or otherwise advise such holder of a pending termination
or expiration of an Option or a possible period in which the Option may not
be exercised.  The Company has no duty or obligation to minimize the tax
consequences of an Option to the holder of such Option.
7.  Miscellaneous.
(a) Use of Proceeds from Sales of Common Stock.  Proceeds from the sale of
shares of Common Stock pursuant to Options shall constitute general funds of
the Company.
(b) Corporate Action Constituting Grant of Options. Corporate action
constituting a grant by the Company of an Option to any Optionholder shall
be deemed completed as of the date of such corporate action, unless otherwise
determined by the Board, regardless of when the instrument, certificate, or
letter evidencing the Option is communicated to, or actually received or
accepted by, the Optionholder.

(c) Stockholder Rights. No Optionholder shall be deemed to be the holder of,
or to have any of the rights of a holder with respect to, any shares of Common
Stock subject to such Option unless and until such Optionholder has exercised
the Option pursuant to its terms and the Optionholder shall not be deemed to
be a stockholder of record until the issuance of the Common Stock pursuant to
such exercise has been entered into the books and records of the Company.
(d) No Employment or Other Service Rights. Nothing in the Plan, any Option
Agreement or other instrument executed thereunder or in connection with any
Option granted pursuant to the Plan shall confer upon any Optionholder any
right to continue to serve the Company or an Affiliate in the capacity in
effect at the time the Option was granted or shall affect the right of the
Company or an Affiliate to terminate (i) the employment of an Employee with
or without notice and with or without cause, (ii) the service of a Consultant
pursuant to the terms of such Consultant's agreement with the Company or an
Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the
Company or an Affiliate, and any applicable provisions of the corporate law
of the state in which the Company or the Affiliate is incorporated, as the
case may be.
(e) Incentive Stock Option $100,000 Limitation. To the extent that the
aggregate Fair Market Value (determined at the time of grant) of Common
Stock with respect to which Incentive Stock Options are exercisable for
the first time by any Optionholder during any calendar year (under all
plans of the Company and any Affiliates) exceeds one hundred thousand
dollars ($100,000), the Options or portions thereof that exceed such limit
(according to the order in which they were granted) shall be treated as
Nonstatutory Stock Options, notwithstanding any contrary provision of the
applicable Option Agreement(s).
(f) Investment Assurances. The Company may require an Optionholder, as a
condition of exercising or acquiring Common Stock under any Option, (i) to
give written assurances satisfactory to the Company as to the Optionholder's
knowledge and experience in financial and business matters and/or to employ a
purchaser representative reasonably satisfactory to the Company who is
knowledgeable and experienced in financial and business matters and that
he or she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of exercising the Option; and (ii) to
give written assurances satisfactory to the Company stating that the
Optionholder is acquiring Common Stock subject to the Option for the
Optionholder's own account and not with any present intention of selling
or otherwise distributing the Common Stock.  The foregoing requirements,
and any assurances given pursuant to such requirements, shall be inoperative
 if (x) the issuance of the shares upon the exercise or acquisition of Common
 Stock under the Option has been registered under a then currently effective
 registration statement under the Securities Act, or (y) as to any particular
 requirement, a determination is made by counsel for the Company that such
	requirement need not be met in the circumstances under the then applicable
	securities laws.  The Company may, upon advice of counsel to the Company,
	place legends on stock certificates issued under the Plan as such counsel
	deems necessary or appropriate in order to comply with applicable securities
 laws, including, but not limited to, legends restricting the transfer of
	the Common Stock.
(g) Withholding Obligations. Unless prohibited by the terms of an Option
Agreement, the Company may, in its sole discretion, satisfy any federal,
state or local tax withholding obligation relating to an Option by any of
the following means (in addition to the Company's right to withhold from any
compensation paid to the Optionholder by the Company) or by a combination of
such means: (i) causing the Optionholder to tender a cash payment; (ii)
withholding shares of Common Stock from the shares of Common Stock issued or
otherwise issuable to the Optionholder in connection with the Option; or (iv)
by such other method as may be set forth in the Option Agreement.

(h) Electronic Delivery.  Any reference herein to a "written" agreement
or document shall include any agreement or document delivered electronically
or posted on the Company's intranet.
(i) Compliance with 409A.  To the extent that the Board determines that any
Option granted under the Plan is subject to Section 409A of the Code, the
Option Agreement evidencing such Option shall incorporate the terms and
conditions required by Section 409A of the Code.  To the extent applicable, the
Plan and Option Agreements shall be interpreted in accordance with Section 409A
of the Code. Notwithstanding any provision of the Plan to the contrary, in
the event that, following the Effective Date, the Board determines that any
Option may be subject to Section 409A of the Code, the Board may adopt such
amendments to the Plan and the applicable Option Agreement or adopt other
policies and procedures(including amendments, policies and procedures with
retroactive effect), or take any other actions, that the Board determines
are necessary or appropriate to (1) exempt the Option from Section 409A of the
Code and/or preserve the intended tax treatment of the benefits provided
with respect to the Option,or (2) comply with the requirements of Section 409A
of the Code.
8.  Adjustments upon Changes in Common Stock; Other Corporate Events.
(a) Capitalization Adjustments.  In the event of a Capitalization Adjustment,
the Board shall appropriately adjust: (i) the class(es) and maximum number
of securities subject to the Plan pursuant to Section 3(a), (ii) the class(es)
and maximum number of securities that may be issued pursuant to the exercise of
Incentive Stock Options pursuant to Section 3(c), (iii) the class(es) and
maximum number of securities that may be awarded to any person pursuant to
Section 3(d), and (iv) the class(es) and number of securities and price per
share of stocksubject to outstanding Options.  The Board shall make such
adjustments, and its determination shall be final, binding and conclusive.
(b) Dissolution or Liquidation.  Except as otherwise provided in the Option
Agreement, in the event of a dissolution or liquidation of the Company, all
outstanding Options shall terminate immediately prior to the completion of
such dissolution or liquidation, and the shares of Common Stock subject to
the Company's repurchase option may be repurchased by the Company
notwithstanding the fact that the holder of such Common Stock is providing
Continuous Service, provided, however, that the Board may, in its sole
discretion, cause some or all Options to become fully vested, exercisable
and/or no longer subject to repurchase or forfeiture (to the extent such
Options have not previously expired or terminated) before the dissolution
or liquidation is completed but contingent on its completion.
(c) Corporate Transaction.  The following provisions shall apply to Options
in the event of a Corporate Transaction unless otherwise provided in the
instrument evidencing the Option or any other written agreement between the
Company or any Affiliate and the holder of the Option or unless otherwise
expressly provided by the Board at the time of grant of an Option.
(i) Options May Be Assumed. Except as otherwise stated in the Option Agreement,
in the event of a Corporate Transaction, any surviving corporation or acquiring
corporation (or the surviving or acquiring corporation's parent company) may
assume or continue any or all Options outstanding under the Plan or may
substitutesimilar stock awards for Options outstanding under the Plan
(including but not limited to, awards to acquire the same consideration paid
to the stockholders of the Company pursuant to the Corporate Transaction),
and any reacquisition or repurchase rights held by the Company in respect
of Common Stock issued pursuant to Options may be assigned by the Company
to the successor of the Company (or the successor's parent company, if any),
in connection with such
Corporate Transaction.  A surviving corporation or acquiring corporation
(or its parent) may choose to assume or continue only a portion of an Option
or substitute a similar stock award for only a portion of an Option.  The terms
of any assumption, continuation or substitution shall be set by the Board in
accordance with the provisions of Section 2.

(ii) Options Held by Current Optionholders. Except as otherwise stated in the
Option Agreement, in the event of a Corporate Transaction in which the
surviving corporation or acquiring corporation (or its parent company) does
not assume or continue such outstanding Options or substitute similar stock
awards for such outstanding Options, then with respect to Options that have
not been assumed, continued or substituted and that are held by Optionholders
whose Continuous Service has not terminated prior to the effective time of the
Corporate Transaction (referred to as the "Current Optionholders"), the vesting
of such Options (and, if applicable, the time at which such Options may be
exercised) shall (contingent upon the effectiveness of the Corporate
Transaction) be accelerated in full to a date prior to the effective time of
such Corporate Transaction as the Board shall determine (or, if the Board
shall not determine such a date, to the date that is five (5) days prior to
the effective time of the Corporate Transaction), and such Options shall
terminate if not exercised (if applicable) at or prior to the effective time
of the Corporate Transaction, and any reacquisition or repurchase rights held
by the Company with respect to such Options shall lapse (contingent upon the
effectiveness of the Corporate Transaction).
(iii) Options Held by Persons other than Current Optionholders. Except as
otherwise stated in the Option Agreement, in the event of a Corporate Transact
ion in which the surviving corporation or acquiring corporation (or its parent
company) does not assume or continue such outstanding Options or substitute
similar stock awards for such outstanding Options, then with respect to Options
that have not been assumed, continued or substituted and that are held by
persons other than Current Optionholders, the vesting of such Options (and,
if applicable, the time at which such Option may be exercised) shall not be
accelerated and such Options shall terminate if not exercised (if applicable)
prior to the effective time of the Corporate Transaction; provided, however,
that any reacquisition or repurchase rights held by the Company with respect
to such Options shall not terminate and may continue to be exercised
notwithstanding the Corporate Transaction.
(iv) Payment for Options in Lieu of Exercise. Notwithstanding the foregoing,
in the event an Option will terminate if not exercised prior to the effective
time of a Corporate Transaction, the Board may provide, in its sole discretion,
that the holder of such Option may not exercise such Option but will receive a
payment, in such form as may be determined by the Board, equal in value to the
excess, if any, of (A) the value of the property the holder of the Option would
have received upon the exercise of the Option, over (B) any exercise price
payable by such holder in connection with such exercise.
(d) Change in Control. An Option may be subject to additional acceleration of
vesting and exercisability upon or after a Change in Control as may be provided
in the Option Agreement for such Option or as may be provided in any other
written agreement between the Company or any Affiliate and the Optionholder,
but in the absence of such provision, no such acceleration shall occur.

9.  Termination or Suspension of the Plan.
(a) Plan Term. Unless sooner terminated by the Board pursuant to Section 2,
the Plan shall automatically terminate on the day before the tenth (10th)
anniversary of the date the Plan is adopted by the Board or approved by the
stockholders of the Company, whichever is earlier.  No Options may be granted
under the Planwhile the Plan is suspended or
after it is terminated.
(b) No Impairment of Rights. Termination of the Plan shall not impair rights
and obligations under any Option granted while the Plan is in effect except
with the written consent of the affected Optionholder.
10. Effective Date of Plan.
This Plan shall become effective on the Effective Date.
11. Choice of Law.
The law of the State of Delaware shall govern all questions concerning the
construction, validity and interpretation of this Plan, without regard to
such state's conflict of laws rules.
12. Definitions.
As used in the Plan and any Option Agreement, unless otherwise specified, the
following terms shall have the meanings set forth below:
(a) "Affiliate" means, at the time of determination, any "parent" or
"subsidiary" as such terms are defined in Rule 405 of the Securities Act.
The Board shall have the authority to determine the time or times at which
"parent" or "subsidiary" status is determined within the foregoing definition.
(b) "Board" means the Board of Directors of the Company.
(c) "Capitalization Adjustment" means any change that is made in, or other
events that occur with respect to, the Common Stock subject to the Plan or
subject to any Option after the Effective Date without the receipt of
consideration by the Company (through merger, consolidation, reorganization,
recapitalization, reincorporation, stock dividend, dividend in property other
than cash, stock split, liquidating dividend, combination of shares, exchange
of shares, change in corporate structure or other transaction not involving
the receipt of consideration by the Company).  Notwithstanding the foregoing,
the conversion of any convertible securities of the Company shall not be
treated as a transaction "without receipt of consideration" by the Company.
(d) "Code" means the Internal Revenue Code of 1986, as amended, and regulations
and other guidance thereunder.
(e) "Committee" means a committee of [one (1)] or more Directors to whom
authority has been delegated by the Board in accordance with Section 2(c).
(f) "Common Stock" means the common stock of the Company.

(g) "Company" means Cardigant Medical Inc., a Delaware corporation.
(h) "Consultant" means any person, including an advisor, who is (i) engaged by
the Company or an Affiliate to render consulting or advisory services and is
compensated for such services, or (ii) serving as a member of the board of
directors of an Affiliate and is compensated for such services.  However,
service solely as a Director, or payment of a fee for such service, shall
not cause a Director to be considered a "Consultant" for purposes of the Plan.
(i) "Continuous Service" means that the Optionholder's service with the Company
or an Affiliate, whether as an Employee, Director or Consultant, is not
interrupted or terminated.  A change in the capacity in which the
Optionholder renders service to the Company or an Affiliate as an Employee,
Consultant or Director or a change in the entity for which the Optionholder
renders such service, provided that there is no interruption or termination
of the Optionholder's service with the Company or an Affiliate, shall not
terminate an Optionholder's Continuous Service.  For example, a change in
status from an employee of the Company to a consultant to an Affiliate or
to a Director shall not constitute an interruption of Continuous Service.
To the extent permitted by law, the Board or the chief executive officer of
the Company, in that party's sole discretion, may determine whether Continuous
Service shall be considered interrupted in the case of any leave of absence
approved by that party, including sick leave, military leave or any other
personal leave.  Notwithstanding the foregoing, a leave of absence shall be
treated as Continuous Service for purposes of vesting in an Option only to such
extent as may be provided in the Company's leave of absence policy, in the
written terms of any leave of absence agreement or policy applicable to the
Optionholder, or as otherwise required by law.
(j) "Corporate Transaction" means the occurrence, in a single transaction or
in a series of related transactions, of any one or more of the following
events:
(i) a sale or other disposition of all or substantially all, as determined by
the Board in its sole discretion, of the consolidated assets of the Company
and its Subsidiaries;
(ii) a sale or other disposition of at least ninety percent (90%) of the
outstanding securities of the Company;
(iii) the consummation of a merger, consolidation or similar transaction
following which the Company is not the surviving corporation; or
(iv) the consummation of a merger, consolidation or similar transaction
following which the Company is the surviving corporation but the shares of
Common Stock outstanding immediately preceding the merger, consolidation or
similar transaction are converted or exchanged by virtue of the merger,
consolidation or similar transaction into other property, whether in the
form of securities, cash or otherwise.
(k) "Covered Employee" shall have the meaning provided in Section 162(m)(3)
of the Code and the regulations promulgated thereunder.
(l) "Director" means a member of the Board.
(m) "Disability" means, with respect to an Optionholder, the inability of
such Optionholder to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous
period of not less than 12 months, as provided in Section 22(e)(3) and 409A(a)
(2)(c)(i) of the Code.

(n)  "Effective Date" means the effective date of this Plan document, which
is the date of the annual meeting of stockholders of the Company held in
[year] provided this Plan is approved by the Company's stockholders at such
meeting.
(o) "Employee" means any person employed by the Company or an Affiliate.
However, service solely as a Director, or payment of a fee for such services,
shall not cause a Director to be considered an "Employee" for purposes of the
Plan.
(p) "Entity" means a corporation, partnership, limited liability company or
other entity.
(q) "Exchange Act" means the Securities Exchange Act of 1934, as amended.
(r) "Fair Market Value" means, as of any date, the value of the Common Stock
determined as follows:
(i) If the Common Stock is listed on any established stock exchange or traded
on an automated quotation system such as the OTC Bulletin Board, the Fair
Market Value of a share of Common Stock shall be the closing sales price for
such stock (or the closing bid, if no sales were reported) as quoted on such
exchange or market (or the exchange or market with the greatest volume of
trading in the Common Stock) on the date of determination, as reported in such
source as the Board deems reliable, including the OTC Bulletin Board website.
Unless otherwise provided by the Board, if there is no closing sales price
(or closing bid if no sales were reported) for the Common Stock on the date of
determination, then the Fair Market Value shall be the closing selling price
(or closing bid if no sales were reported) on the last preceding date for which
such quotation exists.
(ii) In the absence of such markets for the Common Stock, the Fair Market Value
shall be determined by the Board in good faith.
(s) "Incentive Stock Option" means an Option that is intended to be, and
qualifies as, an "incentive stock option" within the meaning of Section 422 of
the Code and the regulations promulgated thereunder.
(t) "Non-Employee Director" means a Director who either (i) is not a current
employee or officer of the Company or an Affiliate, does not receive
compensation, either directly or indirectly, from the Company or an Affiliate
for services rendered as a consultant or in any capacity other than as a
Director (except for an amount as to which disclosure would not be required
under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act
("Regulation S-K")), does not possess an interest in any other transaction for
which disclosure would be required under Item 404(a) of Regulation S-K, and is
not engaged in a business relationship for which disclosure would be required
pursuant to Item 404(b) of Regulation S-K; or (ii) is otherwise considered a
"non-employee director" for purposes of Rule 16b-3.
(u) "Nonstatutory Stock Option" means any Option that does not qualify as an
Incentive Stock Option.
(v) "Officer" means a person who is an officer of the Company within the
meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

(w) "Option" means an Incentive Stock Option or a Nonstatutory Stock Option
to purchase shares of Common Stock granted pursuant to the Plan.
(x) "Option Agreement" means a written agreement between the Company and an
Optionholder evidencing the terms and conditions of an Option grant.  Each
Option Agreement shall be subject to the terms and conditions of the Plan.
(y) "Optionholder" means a person to whom an Option is granted pursuant to
the Plan or, if permitted under the terms of this Plan, such other person
who holds an outstanding Option.
(z) "Outside Director" means a Director who either (i) is not a current
employee of the Company or an "affiliated corporation" (within the meaning
of Treasury Regulations promulgated under Section 162(m) of the Code), is not a
former employee of the Company or an "affiliated corporation" who receives
compensation for prior services (other than benefits under a tax-qualified
retirement plan) during the taxable year, has not been an officer of the
Company or an "affiliated corporation," and does not receive remuneration
from the Company or an "affiliated corporation," either directly or
indirectly, in any capacity other than as a Director, or (ii) is otherwise
considered an "outside director" for purposes of Section 162(m) of the Code.
(aa) "Plan" means this [Company Name] [Year] Equity Incentive Plan.
(bb) "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act or
any successor to Rule 16b-3, as in effect from time to time.
(cc) "Securities Act" means the Securities Act of 1933, as amended.
(dd) "Subsidiary" means, with respect to the Company, (i) any corporation
of which more than fifty percent (50%) of the outstanding capital stock
having ordinary voting power to elect a majority of the board of directors
of such corporation (irrespective of whether, at the time, stock of any
other class or classes of such corporation shall have or might have voting
power by reason of the happening of any contingency) is at the time, directly
or indirectly, Owned by the Company, and (ii) any partnership in which the
Company has a direct or indirect interest (whether in the form of voting or
participation in profits or capital contribution) of more than fifty percent
(50%).
(ee) "Ten Percent Stockholder" means a person who Owns (or is deemed to Own
pursuant to Section 424(d) of the Code) stock possessing more than ten percent
(10%) of the total combined voting power of all classes of stock of the Company
or any Affiliate.


STOCK OPTION AGREEMENT
Cardigant Medical Inc
2010 Stock Option Plan
Stock Option Agreement
(Incentive Stock Option or Nonstatutory Stock Option)
Pursuant to your Stock Option Grant Notice ("Grant Notice") and this Stock
Option Agreement, Cardigant Medical Inc, a Delaware corporation (the "Company")
has granted you an option under its 2010 Stock Option Plan (the "Plan")
to purchase the number of shares of the Company's Common Stock indicated
in your Grant Notice at the exercise price indicated in your Grant Notice.
Defined terms not explicitly defined in this Stock Option Agreement but
defined in the Plan shall have the same definitions as in the Plan.
The details of your option are as follows:
1.  Vesting. Subject to the limitations contained herein, your option will
vest as provided in your Grant Notice, provided that vesting will cease upon
the termination of your Continuous Service.
2.  Number of Shares and Exercise Price. The number of shares of Common Stock
subject to your option and your exercise price per share referenced in your
Grant Notice may be adjusted from time to time for Capitalization Adjustments.
3.  Exercise Restriction for Non-Exempt Employees. If you are an Employee
eligible for overtime compensation under the Fair Labor Standards Act of
1938, as amended (i.e., a "Non-Exempt Employee"), you may not exercise your
option until you have completed at least six (6) months of Continuous Service
measured from the Date of Grant specified in your Grant Notice, notwithstanding
any other provision of your option.
4.  Method of Payment. Payment of the exercise price is due in full upon
exercise of all or any part of your option.  You may elect to make payment
of the exercise price in cash or by check or in any other manner permitted
by your Grant Notice, which may include one or more of the following:
(a) Bank draft or money order payable to the Company.
(b) In the Company's sole discretion at the time your option is exercised and
provided that at the time of exercise the Common Stock is publicly traded and
quoted regularly in The Wall Street Journal, pursuant to a program developed
under Regulation T as promulgated by the Federal Reserve Board that, prior to
the issuance of Common Stock, results in either the receipt of cash (or check)
by the Company or the receipt of irrevocable instructions to pay the aggregate
exercise price to the Company from the sales proceeds.
(c) In the Company's sole discretion at the time your option is exercised and
provided that at the time of exercise the Common Stock is publicly traded and
quoted regularly in The Wall Street Journal, by delivery to the Company
(either by actual delivery or attestation) of already-owned shares of
Common Stock either that you have held for the period required to avoid a
charge to the Company's reported earnings (generally six (6) months) or that
you did not acquire, directly or indirectly from the Company, that are owned
free and clear of any liens, claims, encumbrances or security interests, and
that are valued at Fair Market Value on the date of exercise.  "Delivery" for
these purposes, in the sole discretion of the Company at the time you exercise
your option, shall include delivery to the Company of your attestation of
ownership of such shares of Common Stock in a form approved by the Company.
Notwithstanding the foregoing, you may not exercise your option by tender to
the Company of Common Stock to the extent such tender would violate the
provisions of any law, regulation or agreement restricting the redemption
of the Company's stock.

(d) By a "net exercise" arrangement pursuant to which the Company will
reduce the number of shares of Common Stock issued upon exercise of your
option by the largest whole number of shares with a Fair Market Value that
does not exceed the aggregate exercise price; provided, however, that the
Company shall accept a cash or other payment from you to the extent of any
remaining balance of the aggregate exercise price not satisfied by such
reduction in the number of whole shares to be issued; provided further,
however, that shares of Common Stock will no longer be outstanding under your
option and will not be exercisable thereafter to the extent that (1) shares
are used to pay the exercise price pursuant to the "net exercise," (2) shares
are delivered to you as a result of such exercise, and (3) shares are withheld
to satisfy tax withholding obligations.
5.  Whole Shares. You may exercise your option only for whole shares of Common
Stock.
6.  Securities Law Compliance. Notwithstanding anything to the contrary
contained herein, you may not exercise your option unless the shares of Common
Stock issuable upon such exercise are then registered under the Securities Act
or, if such shares of Common Stock are not then so registered, the Company has
determined that such exercise and issuance would be exempt from the
registration requirements of the Securities Act. The exercise of your option
also must comply with other applicable laws and regulations governing your
option, and you may not exercise your option if the Company determines that
such exercise would not be in material compliance with such laws and
regulations.
7.  Term. You may not exercise your option before the commencement or after the
expiration of its term.  The term of your option commences on the Date of
Grant and expires upon the earliest of the following:
(a) three (3) months after the termination of your Continuous Service for any
reason other than your Disability or death, provided, however, that (i) if
during any part of such three (3) month period your option is not exercisable
solely because of the condition set forth in Section 6, your option shall not
expire until the earlier of the Expiration Date or until it shall have been
exercisable for an aggregate period of three (3) months after the termination
of your Continuous Service and (ii) if (x) you are a Non-Exempt Employee, (y)
you terminate your Continuous Service within six (6) months after the Date of
Grant specified in your Grant Notice, and (z) you have vested in a portion of
your option at the time of your termination of Continuous Service, your option
shall not expire until the earlier of (A) the later of the date that is seven
(7) months after the Date of Grant specified in your Grant Notice or the date
that is three (3) months after the termination of your Continuous Service or
(B) the Expiration Date;
(b) twelve (12) months after the termination of your Continuous Service due to
your Disability;
(c) eighteen (18) months after your death if you die either during your
Continuous Service or within three (3) months after your Continuous Service
terminates;
(d) the Expiration Date indicated in your Grant Notice; or

(e) the day before the tenth (10th) anniversary of the Date of Grant.
If your option is an Incentive Stock Option, note that to obtain the federal
income tax advantages associated with an Incentive Stock Option, the Code
requires that at all times beginning on the date of grant of your option and
ending on the day three (3) months before the date of your option's exercise,
you must be an employee of the Company or an Affiliate, except in the event of
your death or your permanent and total disability, as defined in Section 22(e)
of the Code.  (The definition of disability in Section 22(e) of the Code is
different from the definition of the Disability under the Plan). The Company
has provided for extended exercisability of your option under certain
circumstancesfor your benefit but cannot guarantee that your option will
necessarily be treated as an Incentive Stock Option if you continue to provide
services to the Company or an Affiliate as a Consultant or Director after your
employment terminates or if you otherwise exercise your option more than three
(3) months after the date your employment with the Company or an Affiliate
terminates.
8.  Exercise.
(a) You may exercise the vested portion of your option during its term by
delivering a Notice of Exercise (in a form designated by the Company) together
with the exercise price to the Secretary of the Company, or to such other
person as the Company may designate, during regular business hours, together
with such additional documents as the Company may then require.
(b) By exercising your option you agree that, as a condition to any exercise
of your option, the Company may require you to enter into an arrangement
providing for the payment by you to the Company of any tax withholding
obligation of the Company arising by reason of (1) the exercise of your
option, (2) the lapse of any substantial risk of forfeiture to which the
shares of Common Stock are subject at the time of exercise, or (3) the
disposition of shares of Common Stock acquired upon such exercise.
(c) If your option is an Incentive Stock Option, by exercising your option
you agree that you will notify the Company in writing within fifteen (15)
days after the date of any disposition of any of the shares of the Common
Stock issued upon exercise of your option that occurs within two (2) years
after the date of your option grant or within one (1) year after such shares
of Common Stock are transferred upon exercise of your option.
9.  Transferability.
(a) Restrictions on Transfer. Your option shall not be transferable except by
will or by the laws of descent and distribution and shall be exercisable during
your lifetime only by you; provided, however, that the Board may, in its sole
discretion, permit you to transfer your option in a manner consistent with
applicable tax and securities laws upon your request.
(b) Domestic Relations Orders. Notwithstanding the foregoing, your option may
be transferred pursuant to a domestic relations order; provided, however, that
if your option is an Incentive Stock Option, your option shall be deemed to be
a Nonstatutory Stock Option as a result of such transfer.
(c) Beneficiary Designation. Notwithstanding the foregoing, you may, by
delivering written notice to the Company, in a form provided by or otherwise
satisfactory to the Company, designate a third party who, in the event of
your death, shall thereafter be entitled to exercise your option.  Your
option is not transferable, except by will or by the laws of descent and
distribution, and is exercisable during your life only by you.  Notwithstanding
the foregoing, by delivering written notice to the Company, in a form
satisfactory to the Company, you may designate a third party who, in the
event of your death, shall thereafter be entitled to exercise your option.

10. Option not a Service Contract.  Your option is not an employment or service
contract, and nothing in your option shall be deemed to create in any way
whatsoever any obligation on your part to continue in the employ of the
Company or an Affiliate, or of the Company or an Affiliate to continue your
employment.  In addition, nothing in your option shall obligate the Company
or an Affiliate, their respective stockholders, Boards of Directors, Officers
or Employees to continue any relationship that you might have as a Director
or Consultant for the Company or an Affiliate.
11. Withholding Obligations.
(a) At the time you exercise your option, in whole or in part, or at any time
thereafter as requested by the Company, you hereby authorize withholding from
payroll and any other amounts payable to you, and otherwise agree to make
adequate provision for (including by means of a "cashless exercise" pursuant
to a program developed under Regulation T as promulgated by the Federal Reserve
Board to the extent permitted by the Company), any sums required to satisfy the
federal, state, local and foreign tax withholding obligations of the Company or
 an Affiliate, if any, which arise in connection with the exercise of your
	option.
(b) Upon your request and subject to approval by the Company, in its sole
discretion, and compliance with any applicable legal conditions or
restrictions, the Company may withhold from fully vested shares of Common
Stock otherwise issuable to you upon the exercise of your option a number of
whole shares of Common Stock having a Fair Market Value, determined by the
Company as of the date of exercise, not in excess of the minimum amount of
tax required to be withheld by law (or such lower amount as may be necessary
to avoid variable award accounting).  If the date of determination of any tax
withholding obligation is deferred to a date later than the date of exercise of
your option, share withholding pursuant to the preceding sentence shall not be
permitted unless you make a proper and timely election under Section 83(b) of
the Code, covering the aggregate number of shares of Common Stock acquired upon
such exercise with respect to which such determination is otherwise deferred,
to accelerate the determination of such tax withholding obligation to the date
of exercise of your option.  Notwithstanding the filing of such election,
shares of Common Stock shall be withheld solely from fully vested shares of
Common Stock determined as of the date of exercise of your option that are
otherwise issuable to you upon such exercise.  Any adverse consequences to
you arising in connection with such share withholding procedure shall be your
 sole responsibility.
(c) You may not exercise your option unless the tax withholding obligations of
 the Company and/or any Affiliate are satisfied.  Accordingly, you may not be
	able to exercise your option when desired even though your option is vested,
	and the Company shall have no obligation to issue a certificate for such
	shares of Common Stock or release such shares of Common Stock from any escrow
 provided for herein unless such obligations are satisfied.
12. Notices. Any notices provided for in your option or the Plan shall be given
 in writing and shall be deemed effectively given upon receipt or, in the case
	of notices delivered by mail by the Company to you, five (5) days after
	deposit in the United States mail, postage prepaid, addressed to you at the
	last address you provided to the Company.

13. Governing Plan Document. Your option is subject to all the provisions of
the Plan, the provisions of which are hereby made a part of your option, and
is further subject to all interpretations, amendments, rules and regulations,
which may from time to time be promulgated and adopted pursuant to the Plan.
In the event of any conflict between the provisions of your option and those
of the Plan, the provisions of the Plan shall control.

CARDIGANT MEDICAL INC. OPTION HOLDER
By: _______________________ ______________________________
Title Print Name
Date:______________________ Signature: ______________________


CARDIGANT MEDICAL INC.
Stock Option Grant Notice
2010 Stock Option Plan
Cardigant Medical Inc. (the "Company"), pursuant to its 2010 Stock Option Plan
(the "Plan"), hereby grants to Optionholder an option to purchase the number of
shares of the Company's Common Stock set forth below.  This option is subject
to all of the terms and conditions as set forth herein and in the Stock Option
Agreement, the Plan and the Notice of Exercise, all of which are attached
hereto and incorporated herein in their entirety.  Capitalized terms not
otherwise defined herein shall have the meanings set forth in the Plan or
the Stock Option Agreement.

Optionholder: ______________________________
Date of Grant: ______________________________
Vesting Start Date: __________________________
Number of Shares (subject to option): ___________
Exercise price per share: ______________________
Total exercise price: _________________________
Expiration Date: ____________________________
Type of grant (check): __ Incentive __ Nonstatutory
Vesting schedule: ___________________________
If this is an Incentive Stock Option, it (plus other outstanding Incentive
Stock Options) cannot be first  exercisable for more than $100,000 in value
(measured by exercise price) in any calendar year.  Any excess over $100,000
is a Nonstatutory Stock Option.

Additional Terms/Acknowledgements:  The undersigned Optionholder acknowledges
receipt of, and understands and agrees to, this Stock Option Grant Notice, the
Stock Option Agreement and the Plan.  Optionholder further acknowledges that
as of the Date of Grant, this Stock Option Grant Notice, the Stock Option
Agreement and the Plan set forth the entire understanding between Optionholder
and the Company regarding the acquisition of stock in the Company and supersede
all prior oral and written agreements on that subject with the exception of (i)
options previously granted and delivered to Optionholder under the Plan, and
(ii) the following agreements only:

Option holder:                                     CARDIGANT MEDICAL INC.

Name: _________________________________ By: _________________________________
Address: _______________________________ Title: _____________________________

NOTICE OF EXERCISE
CARDIGANT MEDICAL INC.
1500 Rosecrans Avenue, St 500
Manhattan Beach, CA 90266

Date of Exercise: ____________________
Ladies and Gentlemen:
This constitutes notice under my stock option that I elect to purchase the
number of shares for the price set forth below.

Type of option: ___ Incentive ___ Nonstatutory
Grant date: ____________
Number of shares: _____________
Certificates to be issued in name of: _______________________________
Exercise price per share: __________________
Total exercise price: _________________
Total payment: _____________________
Form of payment:
__ Cash or check
__ Bank draft or money order payable to the Company
__ Pursuant to a Regulation T Program (cashless exercise) if the shares
are publicly traded
__ Delivery of already owned shares if the Shares are publicly traded

By this exercise, I agree (i) to provide such additional documents as you
may require pursuant to the terms of the Cardigant Medical Inc's 2010 Stock
Option Plan, (ii) to provide for the payment by me to you (in the manner
designated by you) of your withholding obligation, if any, relating to the
exercise of this option, and (iii) if this exercise relates to an incentive
stock option, to notify you in writing within fifteen (15) days after the
date of any disposition of any of the shares of Common Stock issued upon
exercise of this option that occurs within two (2) years after the date of
grant of this option or within one (1) year after such shares of Common Stock
are issued upon exercise of this option.

Submitted By: _________________ Accepted by: __________________________
Name: _______________________ Title: ________________________________

EX-23

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Cardigant Medical Inc.
1500 Rosecrans Avenue, Suite 500
Manhattan Beach, CA 90266

We consent to the use in this Registration Statement on Ammendment No.1 to
Form S-1 of our report dated May 13, 2011, relating to the financial statements
of Cardigant Medical Inc. and to the reference of our firm under the
headings "Experts."

/s/ Jonathon P. Reuben CPA

Jonathon P. Reuben, C.P.A.
An Accountancy Corporation
Torrance, CA 90505
August 22, 2011