SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of ~~the Securities Exchange Act of 1934~~

~~Date~~the Securities ofExchange ~~Report~~Act ~~(Date~~ of ~~earliest~~1934 ~~event reported): May 23, 2007~~

Date of Report (Date of earliest event reported): October 30, 2008

CardioVascular BioTherapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-51172	33-0795984
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)

1635 Village Center Circle, Suite 250


1635 Village Center Circle, Suite 250
Las Vegas, Nevada	89134
(Address of Principal Executive Offices)	(Zip Code)

Las Vegas, NV

(Address of Principal Executive Offices)

89134

(Zip Code)

Registrant’s telephone number, including area code: 702-839-7200

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item 1~~ITEM 4.0201 CHANGES IN ~~Termination~~REGISTRANT’S ofCERTIFYING ~~a Material Definitive Agreement~~ACCOUNTS

~~On May 23, 2007, Canta Rana Ranch, L~~1.P., a California limited partnership (“Canta Rana”), released CardioVascular BioTherapeutics, Inc. (the “Company”) from its obligations under the Standard Lease Guaranty, executed by the Company on March 15, 2006 (the “Guaranty”), in connection with the Standard Industrial Net Lease (the “Phage Lease”), dated March 15, 2006, between Phage Biotechnology Corporation, a Delaware Corporation (“Phage”) andPrevious ~~Canta~~ Independent ~~Rana,~~Registered ~~which~~Public ~~was~~Accounting ~~filed with the Securities and Exchange Commission (“SEC”) on Form 8-K on March 21, 2006 and amended on March 23, 2006 (“March 2006 8-K”)~~Firm.

~~The Agreement Exchanging Lease Guaranties (the “Agreement”), the form of which is attached hereto as Exhibit 10~~A.~~1, executed by Canta Rana and the Company,~~ ~~among~~ On October ~~other parties~~30, ~~became effective on May 23~~2008, ~~2007~~CardioVascular ~~when the terms therein were satisfied and which effectiveness thereby terminated and superseded the Guaranty~~BioTherapeutics, ~~which released the Company of any and all obligations of Phage under the Phage Lease~~Inc. ~~More specifically,~~ (the “Company”) ~~is no longer liable for the full performance of each and every obligation of Phage under the Phage Lease. On March 15, 2006, the date upon which the Guaranty became effective, the maximum contingent~~dismissed ~~liability~~ its toindependent ~~the~~registered ~~Company~~public ~~was~~accounting ~~approximately $1~~firm,~~837,000~~ ~~for~~Singer ~~rent~~Lewak ~~under~~LLP ~~the Phage Lease in the event Phage defaulted~~(“SL”). ~~With the Guaranty terminated, the Company has no further obligation of any kind whatsoever to Canta Rana or Phage with regard to the~~ ~~Phage Lease.~~

~~Also~~B. The decision ~~in relation~~ to ~~the~~change ~~termination~~auditors ofwas ~~the~~approved ~~Guaranty,~~by the ~~Indemnity~~Company's ~~and~~Audit ~~Reimbursement~~Committee ~~Agreement, dated March 15, 2006, between~~ of the ~~Company~~ Board ~~and~~of ~~Phage~~Directors ~~that was executed in exchange for the Guaranty,~~ and ~~filed~~on ~~with~~October ~~the March 2006 8-K~~30, ~~automatically~~2008 ~~terminated~~Malone on& ~~May 21~~Bailey, ~~2007,~~PC ~~the~~was ~~effective~~engaged as ~~date of~~ the ~~exchange~~Company's ofnew ~~guaranties~~independent ~~referenced~~registered inpublic ~~the~~accounting ~~Agreement~~firm.

ItC. The report ~~was~~of ~~mutually~~SL ~~agreed~~for ~~among~~ the Company,’s ~~Phage~~most recent two fiscal years ending December 31, 2007 did not contain an adverse opinion or disclaimer of opinion and ~~Canta~~was ~~Rana~~not qualified ~~that~~or ~~entering~~modified ~~into~~as to uncertainty, audit scope or accounting principles other than going concern. During the ~~Agreement~~Company's ~~and~~most ~~termination~~recent fiscal year, there were no disagreements with SL on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the ~~Guaranty~~satisfaction ~~was~~of SL, would have caused it to make reference to the matter in ~~all~~connection ofwith ~~their~~its ~~best~~reports. ~~interests~~However, the Company filed restatements for the following: Form 10-K for the year ended December 31, 2006; Form 10-Q for the quarter ended March 31, 2006; Form 10-Q for the quarter ended June 30, 2006; Form 10-Q for the quarter ended September 30, 2006. There ~~Phage~~ were no "reportable events" as that term is andescribed ~~affiliated~~in ~~private~~Item ~~biotechnology~~304(a)(1)(iv) of Regulation ~~company~~S-B, other than the material weaknesses that ~~manufactures~~were ~~recombinant~~denoted ~~protein~~in ~~drugs~~form 10-Q for ~~the~~June ~~Company~~30, 2008; Form 10-Q for March 30, 2008; and isForm ~~the~~10-K ~~Company’s~~for ~~supplier~~December 31, of2007, ~~drug~~for ~~products.~~which remediation methods as discussed in these filings have been implemented.

~~Item 9~~D.01 The Company ~~Financial~~has ~~Statements~~made the contents of its Form 8-K available to SL and ~~Exhibits~~requested it to furnish a letter to the SEC as to whether SL agrees or disagrees with, or wishes to clarify the Company's expression of its views.

~~(c)~~2. New Independent ~~Exhibits~~Registered Public Accounting Firm.

10.1		Agreement Exchanging Lease Guaranties that became effective on May 23, 2007 releasing CardioVascular BioTherapeutics, Inc. of its obligations under the Standard Lease Guaranty dated March 15, 2006.
10.2		Standard Industrial Net Lease entered into by Phage Biotechnology Corporation and Canta Rana Ranch, L.P. dated March 15, 2006 including Standard Lease Guaranty dated March 15, 2006 attached as Exhibit E thereto (incorporated by reference to Exhibit 10.1 to the March 2006 8-K).
10.3		Indemnity and Reimbursement Agreement between CardioVascular BioTherapeutics, Inc. and Phage Biotechnology Corporation dated as of March 15, 2006 (incorporated by reference to Exhibit 10.2 to the March 2006 8-K).

The Company has engaged Malone & Bailey, PC as its new independent certified public accounting firm to audit the Company’s financial statements effective October 30, 2008.

In 2006, the Company engaged Malone & Bailey, PC to confer on issues related to FIN 46(R). The outcome of this consultation was a FIN 46 (R) analysis.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CARDIOVASCULAR BIOTHERAPEUTICS, INC.	~~CARDIOVASCULAR BIOTHERAPEUTICS, INC.~~
Date: May 29, 2007		By:	/s/ Mickael A. Flaa
Date: November 3, 2008	By:	/s/ Mickael A. Flaa
		Mickael A. Flaa	~~Mickael A. Flaa~~
		Chief Financial Officer	~~Chief Financial Officer~~

Exhibit Index

ExhibitNumber		Description
10.1		Agreement Exchanging Lease Guaranties that became effective on May 23, 2007 releasing CardioVascular BioTherapeutics, Inc. of its obligations under the Standard Lease Guaranty dated March 15, 2006.
10.2		Standard Industrial Net Lease entered into by Phage Biotechnology Corporation and Canta Rana Ranch, L.P. dated March 15, 2006 including Standard Lease Guaranty dated March 15, 2006 attached as Exhibit E thereto (incorporated by reference to Exhibit 10.1 to the March 2006 8-K).
10.3		Indemnity and Reimbursement Agreement between CardioVascular BioTherapeutics, Inc. and Phage Biotechnology Corporation dated as of March 15, 2006 (incorporated by reference to Exhibit 10.2 to the March 2006 8-K).

Filing Compare · CardioVascular BioTherapeutics, Inc.