Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report 14 59K
2: EX-31 Certification per Sarbanes-Oxley Act (Section 302) 2± 9K
3: EX-31 Certification per Sarbanes-Oxley Act (Section 302) 2± 9K
4: EX-32 Certification per Sarbanes-Oxley Act (Section 906) 1 7K
5: EX-32 Certification per Sarbanes-Oxley Act (Section 906) 1 7K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Form 10-Q
(Mark one)
[X] Quarterly Report Under Section 13 or 15(d) of The Securities Exchange Act
of 1934
For the quarterly period ended: March 31, 2009
[_] Transition Report Under Section 13 or 15(d) of The Securities Exchange Act
of 1934
For the transition period from ______________ to _____________
Commission file number 000-26703
MEDICAL MAKEOVER CORPORATION OF AMERICA
---------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 000-11596 65-0907798
---------------------------- ------------ -------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) file number) Identification No.)
2300 Palm Beach Lakes Blvd, Suite 218
West Palm Beach FL33409
-----------------------------------------------------------
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (561) 697-8740
N/A
-------------------------------------------------------------
(Former name or former address, if changes since last report)
Indicate by check mark whether the issuer (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes |X| No |_|.
Indicate by check mark whether the registrant is an accelerated filer, a
non-accelerated filer, or a smaller reporting company.
Large accelerated filer |_| Accelerated filer |_|
Non-accelerated filer |_| Smaller reporting company |X|
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |X| No |_|.
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
As of May 11, 2009, there were approximately 112,261,858 shares of the Issuer's
common stock, par value $0.0001 per share outstanding.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this quarterly report on Form 10-Q contain or may contain
forward-looking statements that are subject to known and unknown risks,
uncertainties and other factors which may cause actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. These
forward-looking statements were based on various factors and were derived
utilizing numerous assumptions and other factors that could cause our actual
results to differ materially from those in the forward-looking statements. These
factors include, but are not limited to, economic, political and market
conditions and fluctuations, government and industry regulation, interest rate
risk, U.S. and global competition, and other factors including the risk factors
set forth in our Form 10-KSB. Most of these factors are difficult to predict
accurately and are generally beyond our control. You should consider the areas
of risk described in connection with any forward-looking statements that may be
made herein. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this report.
Readers should carefully review this quarterly report in its entirety, including
but not limited to our financial statements and the notes thereto. Except for
our ongoing obligations to disclose material information under the Federal
securities laws, we undertake no obligation to release publicly any revisions to
any forward-looking statements, to report events or to report the occurrence of
unanticipated events. For any forward-looking statements contained in any
document, we claim the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995.
INDEX
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Item 2 Management's Discussion and Analysis of Financial Condition and Results
of Operations
Item 3 Quantitative and Qualitative Disclosures About Market Risk
Item 4T Controls and Procedures
PART II - OTHER INFORMATION
Item 1 Legal Proceedings
Item 1A Risk Factors
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
Item 3 Defaults Upon Senior Securities
Item 4 Submission of Matters to a Vote of Security Holders
Item 5 Other Information
Item 6 Exhibits
SIGNATURES
EXHIBITS
PART I - FINANCIAL INFORMATION
Item 1 Financial Statements
INDEX TO FINANCIAL STATEMENTS
Balance Sheet................................................................F-2
Statements of Operations.....................................................F-3
Statements of Stockholders' Equity...........................................F-4
Statements of Cash Flows.....................................................F-5
Notes to Financial Statement.................................................F-6
F-1
[Enlarge/Download Table]
Medical Makeover Corporation of America
(a development stage enterprise)
Balance Sheet
March 31, December
2009 31, 2008
------------- ------------
(Unaudited)
ASSETS
CURRENT ASSETS
Cash $ 0 $ 0
Accounts receivable 0 0
------------- ------------
Total current assets 0 0
------------- ------------
OTHER ASSETS
Other assets 0 0
------------- ------------
Total other assets 0 0
------------- ------------
Total Assets $ 0 $ 0
============= ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 237,597 $ 237,597
Stockholder loans and accrued interest 20,459 20,459
Undocumented loan from third party 12,465 0
Note payable 145,610 142,938
------------- ------------
Total current liabilities 416,131 400,994
------------- ------------
Total Liabilities 416,131 400,994
------------- ------------
STOCKHOLDERS' EQUITY
Preferred stock, $0.0001 par value, 10,000,000 shares authorized,
0 issued and outstanding 0 0
Common stock, $0.0001 par value, authorized 200,000,000 shares;
112,261,858 issued and outstanding 11,226 11,226
Additional paid-in capital 1,053,370 1,053,370
Deficit accumulated during the development stage (1,480,727) (1,465,590)
------------- ------------
Total stockholders' equity (416,131) (400,994)
------------- ------------
Total Liabilities and Stockholders' Equity $ 0 $ 0
============= ============
The accompanying notes are an integral part of the financial statements
F-2
[Enlarge/Download Table]
Medical Makeover Corporation of America
(a development stage enterprise)
Statements of Operations
Three Months Ended March 31,
(unaudited)
From March
29, 1999
(Inception) to
March 31,
2009 2008 2009
--------------- --------------- ----------------
REVENUES $ 0 $ 0 $ 44,413
--------------- --------------- ----------------
OPERATING EXPENSES
General and administrative 465 10,000 1,222,451
Professional fees 12,000 6,500 263,448
--------------- --------------- ----------------
Net operating loss 12,465 16,500 1,485,899
--------------- --------------- ----------------
Interest expense 2,672 3,262 39,241
--------------- --------------- ----------------
Net loss $ (15,137) $ (19,762) $ (1,480,727)
=============== =============== ================
Basic net loss per share $ (0.01) $ (0.01)
=============== ===============
Weighted average shares outstanding 112,261,858 77,393,592
=============== ===============
The accompanying notes are an integral part of the financial statements
F-3
[Enlarge/Download Table]
Medical Makeover Corporation of America
(a development stage enterprise)
Statement of Stockholders' Equity (Deficit)
Deficit
Accumulated
Additional During the Total
Number of Common Paid-in Development Stockholders'
Shares Stock Capital Stage Equity
------------- ----------- ------------- ---------------- ---------------
BEGINNING BALANCE, January 1, 2005 46,996,913 $ 4,700 $ 463,168 $ (562,336)$ (94,468)
Shares issued for services 4,595,505 459 257,203 0 257,662
Net loss 0 0 0 (693,568) (693,568)
------------- ----------- ------------- ---------------- ---------------
BALANCE, December 31, 2005 51,592,418 5,159 720,371 (1,255,904) (530,374)
Shares issued for services 300,000 30 16,470 0 16,500
Shares issued to settle debt and interest expense 13,205,800 1,321 231,284 0 232,605
Net loss 0 0 0 (69,104) (69,104)
------------- ----------- ------------- ---------------- ---------------
BALANCE, December 31, 2006 65,098,218 6,510 968,125 (1,325,008) (350,373)
Shares issued to settle debt and interest expense 12,294,411 1,229 31,581 0 32,810
Net loss 0 0 0 (78,730) (78,730)
------------- ----------- ------------- ---------------- ---------------
BALANCE, December 31, 2007 77,392,629 7,739 999,706 (1,399,027) (391,582)
Shares issued to settle debt and interest expense 34,869,229 3,487 53,664 0 57,151
Net loss 0 0 0 (66,563) (66,563)
------------- ----------- ------------- ---------------- ---------------
BALANCE, December 31, 2008 112,261,858 11,226 1,053,370 (1,465,590) (400,994)
Net loss 0 0 0 (15,137) (15,137)
------------- ----------- ------------- ---------------- ---------------
ENDING BALANCE, March 31, 2009 (unaudited) 112,261,858 $ 11,226 $ 1,053,370 $ (1,480,727)$ (416,131)
============= =========== ============= ================ ===============
The accompanying notes are an integral part of the financial statements
F-4
[Enlarge/Download Table]
Medical Makeover Corporation of America
(a development stage enterprise)
Statements of Cash Flows
Three Months Ended March 31,
(Unaudited)
From March
29, 1999
(Inception) to
2009 2008 March 31, 2009
------------------ ----------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(15,137) $(19,762) $ (1,480,727)
Adjustments to reconcile net loss to net cash used by
operating activities:
Stock issued for services 0 0 440,422
Depreciation 0 0 3,445
Changes in operating assets and liabilities
Increase (decrease) in accounts payable & acc'd expenses 0 16,500 237,597
Increase (decrease) in accrued interest expense 2,672 3,262 29,780
------------------ ----------------- ----------------
Net cash provided (used) by operating activities (12,465) 0 (769,483)
------------------ ----------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets 0 0 (20,671)
------------------ ----------------- ----------------
Net cash provided (used) by investing activities 0 0 (20,671)
------------------ ----------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock for cash 0 0 315,000
Proceeds from stockholder loan payable 0 0 78,189
Payments on stockholder loans 0 0 (35,500)
Proceeds from third party notes payable 12,465 0 432,465
------------------ ----------------- ----------------
Net cash provided by financing activities 12,465 0 790,154
------------------ ----------------- ----------------
Net increase (decrease) in cash 0 0 0
------------------ ----------------- ----------------
CASH, beginning of period 0 0 0
------------------ ----------------- ----------------
CASH, end of period $ 0 $ 0 $ 0
================== ================= ================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Non-Cash Financing Activities:
Common stock issued for reduction in notes payable and
accrued interest $ 0 $ 0
================== =================
The accompanying notes are an integral part of the financial statements
F-5
Medical Makeover Corporation of America
(a development stage enterprise)
NOTES TO FINANCIAL STATEMENTS
(Information with regard to the 3 months
ended March 31, 2009 and 2008 is unaudited)
Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) The Company Medical Makeover Corporation of America is a Delaware
chartered development stage corporation which conducts business from its
headquarters in West Palm Beach, Florida. It was formed on March 29, 1999.
The following summarize the more significant accounting and reporting
policies and practices of the Company:
(b) Use of estimates The financial statements have been prepared in
conformity with generally accepted accounting principles. In preparing the
financial statements, management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities as
of the date of the statements of financial condition and revenues and
expenses for the year then ended. Actual results may differ significantly
from those estimates.
(c) Start-up costs Costs of start-up activities, including organization
costs, are expensed as incurred, in accordance with Statement of Position
(SOP) 98-5.
(d) Stock compensation for services rendered The Company may issue shares
of common stock in exchange for services rendered. The costs of the
services are valued according to generally accepted accounting principles
and have been charged to operations.
(e) Net income (loss) per share Basic loss per share is computed by
dividing the net income (loss) by the weighted average number of common
shares outstanding during the period.
(f) Property and equipment All property and equipment are recorded at cost
and depreciated over their estimated useful lives, using the straight-line
method. Upon sale or retirement, the cost and related accumulated
depreciation are eliminated from their respective accounts, and the
resulting gain or loss is included in the results of operations. Repairs
and maintenance charges, which do not increase the useful lives of the
assets, are charged to operations as incurred.
(g) Interim financial information The financial statements for the three
months ended March 31, 2009 and 2008 are unaudited and include all
adjustments which in the opinion of management are necessary for fair
presentation, and such adjustments are of a normal and recurring nature.
The results for the six months are not indicative of a full year results.
NOTE 2 - GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company's financial position and
operating results raise substantial doubt about the Company's ability to
continue as a going concern, as reflected by the net loss of $1,480,727
accumulated through March 31, 2009. The ability of the Company to continue as a
going concern is dependent upon commencing operations, developing sales and
obtaining additional capital and financing. The financial statements do not
include any adjustments that might be necessary if the Company is unable to
continue as a going concern. The Company is currently seeking additional capital
to allow it to begin its planned operations
F-6
Medical Makeover Corporation of America
(a development stage enterprise)
NOTES TO FINANCIAL STATEMENTS
NOTE 3 - NOTES PAYABLE
In December 2004, the Company received $20,000 and $115,000 in the first quarter
2005, in cash as a short-term loan. This loan matures in six months and carries
a 8% interest rate. In June 2005, the Company received a $250,000 convertible
loan from a third party. This loan matures in six months and is in default, and
carries a 8% interest rate.
In the first quarter 2009, the Company borrowed $12,465 from a third party, as
an advance to a line of credit to be determined.
NOTE 4 - CASH AND CASH EQUIVALENTS
For purposes of the statement of cash flows, the Company considers all highly
liquid investments with maturity of three months or less when purchased to be
cash equivalents
NOTE 5 - USE OF ESTIMATES
The financial statements have been prepared in conformity with accounting
principles generally accepted in the United States. In preparing the financial
statements, management is required to make estimates and assumptions that affect
the reported amounts of assets and liabilities as of the date of the statements
of financial condition and revenues and expenses for the year then ended. Actual
results may differ significantly from those estimates.
F-7
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following discussion and analysis should be read in conjunction with
our Financial Statements and Notes thereto appearing elsewhere in this Report on
Form 10-Q as well as our other SEC filings.
Overview
The Company is a development stage company and has not yet generated or
realized any revenues from business operations. The Company's business strategy
changed in the third quarter 2007 to seeking potential merger candidates. The
Company's auditors have issued a going concern opinion in our audited financial
statements for the fiscal year ended December 31, 2008. This means that our
auditors believe there is doubt that the Company can continue as an on-going
business for the next twelve months unless it obtains additional capital to pay
its bills. This is because the Company has not generated any revenues and no
revenues are currently anticipated. Accordingly, we must raise cash from sources
such as investments by others in the Company and through possible transactions
with strategic or joint venture partners. We do not plan to use any capital
raised for the purchase or sale of any plant or significant equipment. The
following discussion and analysis should be read in conjunction with the
financial statements of the Company and the accompanying notes appearing
subsequently under the caption "Financial Statements."
Comparison of Operating Results for the Quarter Ended March 31, 2009 to the
Quarter Ended March 31, 2008
Revenues
The Company did not generate any revenues from operations for the three
months ended March 31, 2009 or 2008. Accordingly, comparisons with prior periods
are not meaningful. The Company is subject to risks inherent in the
establishment of a new business enterprise, including limited capital resources
and cost increases in services.
Operating Expenses
Operating expenses was declined $4,035 for the three months ended March 31,
2009 compared to the three months ended March 31, 2008, from $16,500 to $12,465.
This decline is a result of the change in management
Interest Expense
Interest expense for the three months ended March 31, 2009 and 2008 was
$2,672 and $3,262, respectively.
Net Income/Loss
Net loss decreased by $4,625 from a net loss of $19,762 for the three months
ended March 31, 2008 to a net loss of $15,137 for the three months ended March
31, 2009. The decrease in net operating loss is due to decreased interest
expense and reduced operating expenses
At March 31, 2009, our accumulated deficit was $1,480,727.
11
Assets and Liabilities
Our total assets were $0 at March 31, 2009.
Total Current Liabilities are $416,131 at March 31, 2009. Our notes payable
are $158,075.
Financial Condition, Liquidity and Capital Resources
At March 31, 2009, we had cash and cash equivalents of $0. Our working
capital is presently minimal and there can be no assurance that our financial
condition will improve. To date, we have not generated cash flow from
operations.
As of March 31, 2009, we had a working capital deficit of $416,131. The
Company will seek funds from possible strategic and joint venture partners and
financing to cover any short term operating deficits and provide for long term
working capital. No assurances can be given that the Company will successfully
engage strategic or joint venture partners or otherwise obtain sufficient
financing through the sale of equity.
No trends have been identified which would materially increase or decrease
our results of operations or liquidity.
Plan of Operation
The Company's plan of operation through December 31, 2009 is to focus on
finding a suitable merger candidate or a viable business plan. The Company is
seeking to raise capital to implement the Company's business strategy. In the
event additional capital is not raised, the Company may seek a merger,
acquisition or outright sale.
Critical Accounting Policies
Use of Estimates: The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
materially from those estimates.
Loss per share: Basic loss per share excludes dilution and is computed by
dividing the loss attributable to common shareholders by the weighted-average
number of common shares outstanding for the period. Diluted loss per share
reflects the potential dilution that could occur if securities or other
contracts to issue common stock were exercised or converted into common stock or
resulted in the issuance of common stock that shared in the earnings of the
Company. Diluted loss per share is computed by dividing the loss available to
common shareholders by the weighted average number of common shares outstanding
for the period and dilutive potential common shares outstanding unless
consideration of such dilutive potential common shares would result in
anti-dilution. Common stock equivalents were not considered in the calculation
of diluted loss per share as their effect would have been anti- dilutive for the
periods ended March 31, 2009 and 2008.
12
Going Concern.
The Company has suffered recurring losses from operations and is in serious
need of additional financing. These factors among others indicate that the
Company may be unable to continue as a going concern, particularly in the event
that it cannot obtain additional financing or, in the alternative, affect a
merger or acquisition. The Company's continuation as a going concern depends
upon its ability to generate sufficient cash flow to conduct its operations and
its ability to obtain additional sources of capital and financing. The
accompanying financial statements do not include any adjustments that may be
necessary if the Company is unable to continue as a going concern.
Item 3 Quantitative and Qualitative Disclosures About Market Risk
The Company is not subject to any specific market risk other than that
encountered by any other public company related to being publicly traded.
Item 4T Controls and Procedures
Our management, which includes our Chief Executive Officer who also serves
as our principal financial officer, have conducted an evaluation of the
effectiveness of our disclosure controls and procedures (as defined in Rule
13a-14(c) promulgated under the Securities and Exchange Act of 1934, as amended)
as of a date (the "Evaluation Date") as of the end of the period covered by this
report. Based upon that evaluation, during 2008, our management concluded that
our disclosure controls and procedures were not effective for timely gathering,
analyzing and disclosing the information we are required to disclose in our
reports filed under the Securities Exchange Act of 1934, as amended, because of
adjustments required by our independent auditors, primarily in the area of notes
payable. Specifically, our independent auditors identified deficiencies in our
internal controls and disclosures related to the valuation and amortization of
beneficial conversion features on our notes payable. We have made the necessary
adjustments to our financial statements and footnote disclosures in our Interim
Report on Form 10-Q. We believe that our disclosure controls and procedures are
now effective based upon the conduct of our evaluation for the period ended
March 31, 2009. We are continually in the process of improving our internal
controls in an effort to discover and remediate any deficiencies prior to filing
any report. There have been no significant changes made in our internal controls
or in other factors that could significantly affect our internal controls
subsequent to the end of the period covered by this report based on such
evaluation.
PART II - OTHER INFORMATION
Item 1 Legal Proceedings
The Company is a defendant in a civil action styled Glen v. Medical
Makeover Corporation of America, et al, Case Number # 200594178H, currently
pending in the Circuit Court of the Fifteen Judicial Circuit IN AND FOR Palm
Beach County, Florida. The action was filed by a former employee of the company
asserting claims against the Company resulting from his discharge, and also
includes claims that the Company took certain alleged protected business
concepts and practices from him to and for the benefit of the Company, for all
of which he has been allegedly damaged. The Company and its counsel are
currently defending this action and believe that the claims as made are without
merit and are defensible. The Company intends to vigorously defend these claims.
13
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3 Defaults Upon Senior Securities
None
Item 4 Submission of Matters to a Vote of Security Holders
None
Item 5 Other Information
None
Item 6 Exhibits
(a) The following sets forth those exhibits filed pursuant to Item 601 of
Regulation S-K:
Exhibit
number Descriptions
-------- -----------------------
31.1 * Certification of the Chief Executive Officer, dated May 15, 2009,
pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
31.2 * Certification of the Acting Chief Financial Officer, dated May 15,
2009, pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
32.1 * Certification of Chief Executive Officer, dated May 15, 2009, pursuant
to Section 906 of Sarbanes-Oxley Act of 2002.
32.1 * Certification Acting Chief Financial Officer, dated May 15, 2009,
pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
------------
* Filed herewith.
(b) The following sets forth the Company's reports on Form 8-K that have
been filed during the quarter for which this report is filed:
None.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
Medical Makeover Corporation of America
By: /s/ Jason Smart
---------------------------
Jason Smart
Chief Executive Officer,
President and Chairman of the Board*
Date: May 15, 2009
* Jason Smart has signed both on behalf of the registrant as a duly
authorized officer and as the Registrant's principal accounting officer.
14
Dates Referenced Herein and Documents Incorporated by Reference
↑Top
Filing Submission 0001164150-09-000034 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Mon., May 6, 6:19:58.1am ET 
