Document/Exhibit Description Pages Size
1: 10QSB Quarterly Report -- Small Business 15 70K
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 6K
5: EX-32 Certification per Sarbanes-Oxley Act (Section 906) 1 6K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Form 10-QSB
(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, 2008
[_] Transition Report Under Section 13 or 15(d) of The Securities Exchange Act
of 1934
For the transition period from ______________ to _____________
Commission File Number: 0-11596
MEDICAL MAKEOVER CORPORATION OF AMERICA
--------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Delaware 65-0907798
------------------------ --------------------------
(State of incorporation) (IRS Employer ID Number)
500 Australian Avenue South, Suite 700
West Palm Beach, Florida 33401
-----------------------------------------------
(Address of principal executive offices)
Telephone number (561) 514-0194
-------------------------------------------
(Issuer's telephone number)
---------------------
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes |X| No |_|.
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|.
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 March 31, 2008, there were 77,393,592 shares of the Issuer's common
stock, par value $0.0001 per share outstanding.
Transitional Small Business Disclosure Format (Check one): Yes |_| No |X|.
INDEX
PART I. - FINANCIAL INFORMATION
Item 1 Financial Statements (Unaudited)
Item 2 Management's Discussion and Analysis or Plan of Operations
Item 3 Controls and Procedures
PART II. - OTHER INFORMATION
Item 1 Legal Proceedings
Item 2 Changes in securities, use of proceeds and small business issuer of
equity securities
Item 3 Defaults upon senior securities
Item 4 Submission of matters to a vote of security holders
Item 5 Other information
Item 6 Exhibits and reports on Form 8-K
PART I. - FINANCIAL INFORMATION
ITEM 1 Financial Statements (Unaudited)
INDEX TO FINANCIAL STATEMENTS
Balance Sheet...............................................................F-2
Statements of Operations....................................................F-3
Statement of Stockholders' Equity...........................................F-4
Statements of Cash Flows....................................................F-5
Notes to Financial Statements...............................................F-6
[Download Table]
Medical Makeover Corporation of America
(A Development Stage Enterprise)
Balance Sheet
March 31, 2008 December 31, 2007
-------------------- -------------------
(unaudited)
ASSETS
CURRENT ASSETS
Cash $ 0 $ 0
Accounts receivable 0 0
-------------------- -------------------
Total current assets 0 0
-------------------- -------------------
OTHER ASSETS
Deposits and prepaid expenses 0 0
-------------------- -------------------
0 0
-------------------- -------------------
Total Assets $ 0 $ 0
==================== ===================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 77,368 $ 77,368
Accrued liabilities 122,229 105,729
Short-term loans and accrued interest 167,834 164,572
Stockholder loans and accrued interest 46,681 46,681
-------------------- -------------------
Total current liabilities 414,112 394,350
-------------------- -------------------
Total Liabilities 414,112 394,350
-------------------- -------------------
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $0.0001 par value,
authorized 10,000,000 shares;
0 issued and outstanding 0 0
Common stock, $0.0001 par value,
authorized 200,000,000 shares;
77,393,592 and 77,393,592 issued
and outstanding 7,739 7,739
Additional paid-in capital 996,938 996,938
Deficit accumulated during the
development stage (1,418,789) (1,399,027)
-------------------- -------------------
Total stockholders' equity (deficit) (414,112) (394,350)
-------------------- -------------------
Total Liabilities and Stockholders'
Equity (Deficit) $ 0 $ 0
==================== ===================
The accompanying notes are an integral part of the financial statements
F-2
[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) through
2008 2007 March 31, 2008
------------ ------------ ----------------
REVENUES $ 0 $ 0 $ 44,413
------------ ------------ ----------------
OPERATING EXPENSES:
General and admin expenses 10,000 0 649,097
Marketing and advertising 0 0 114,153
Consulting fees 0 0 180,604
Professional fees 6,500 0 226,948
Interest expense 3,262 0 23,902
Mgmnt fees to a related party 0 0 114,223
Loss on abandonment 0 0 130,964
Depreciation 0 0 3,445
------------ ------------ ----------------
Total expenses 19,762 0 1,442,836
------------ ------------ ----------------
Net income (loss) $ (19,762) $ 0 $ (1,398,423)
============ ============ ================
Income (loss) per weighted
average common share $ (0.01) $ 0.0
============ ============
Number of weighted average
common shares outstanding 77,393,592 55,856,578
============ ============
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)
Statements of Stockholders' Equity (Deficit)
Deficit
Accumulated Total
Additional Note During the Stockholders'
Number of Common Paid-In Receivable Development Equity
Shares Stock Capital Stockholder Stage (Deficit)
------------ ----------- ----------- ------------ --------------- --------------
BEGINNING BALANCE, March 29, 1999 0 $ 0 $ 0 $ 0 $ 0 $ 0
Shares issued to founders 1,350,000 135 (135) 0 0 0
Sale of stock for cash 47,400 5 7,895 0 0 7,900
Shares issued for note receivable 102,600 10 17,000 (17,010) 0 0
Net loss 0 0 0 0 (11,839) (11,839)
------------ ----------- ----------- ------------ -------------- ---------------
BALANCE, December 31, 1999 1,500,000 150 24,760 (17,010) (11,839) (3,939)
Collection of note receivable 0 0 0 17,010 0 17,010
Shares issued for services 7,500 1 2,499 0 0 2,500
Net loss 0 0 0 0 (31,995) (31,995)
------------ ----------- ----------- ------------ -------------- ---------------
BALANCE, December 31, 2000 1,507,500 151 27,259 0 (43,834) (16,424)
Warrants issued to transfer agent 0 0 1,000 0 0 1,000
Net loss 0 0 0 0 (107,990) (107,990)
------------ ----------- ----------- ------------ -------------- ---------------
BALANCE, December 31, 2001 1,507,500 151 28,259 0 (151,824) (123,414)
Net loss 0 0 0 0 (28,295) (28,295)
------------ ----------- ----------- ------------ -------------- ---------------
BALANCE, December 31, 2002 1,507,500 151 28,259 0 (180,119) (151,709)
Net loss 0 0 0 0 (27,812) (27,812)
------------ ----------- ----------- ------------ -------------- ---------------
BALANCE, December 31, 2003 1,507,500 151 28,259 0 (207,931) (179,521)
Common stock issued for cash 22,900,000 2,290 287,800 0 0 290,090
Shares issued for services 9,390,713 939 55,661 0 0 56,600
Shares contributed back to Company (9,301,300) (930) 930 0 0 0
Shares issued for settle debt 22,500,000 2,250 87,750 0 0 90,000
Net loss 0 0 0 0 (354,405) (354,405)
------------ ----------- ----------- ------------ -------------- ---------------
BALANCE, December 31, 2004 46,996,913 4,700 460,400 0 (562,336) (97,236)
Shares issued for services 4,595,505 459 257,203 0 0 257,662
Net loss 0 0 0 0 (693,568) (693,568)
------------ ----------- ----------- ------------ -------------- ---------------
BALANCE, December 31, 2005 51,592,418 5,159 717,603 0 (1,255,904) (533,142)
Shares issued for services 300,000 30 16,470 0 0 16,500
Shares issued to settle debt 13,205,800 1,321 231,284 0 0 232,605
Net loss 0 0 0 0 (69,104) (69,104)
------------ ----------- ----------- ------------ -------------- ---------------
BALANCE, December 31, 2006 65,098,218 6,510 965,357 0 (1,325,008) (353,141)
Shares issued to settle debt 12,294,411 1,229 31,581 0 0 32,810
Net loss 0 0 0 0 (74,019) (74,019)
------------ ----------- ----------- ------------ -------------- ---------------
BALANCE, December 31, 2007 77,392,629 $ 7,739 $ 996,938 $ 0 $ (1,399,027)$ (394,350)
Net loss 0 0 0 0 (19,762) (19,762)
------------ ----------- ----------- ------------ -------------- ---------------
BALANCE, Mar 31, 2008 77,392,629 7,739 996,938 0 (1,418,719) (414,112)
(Unaudited) ============ =========== =========== ============ ============== ===============
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
(Unaudited)
From
March 29, 1999
(Inception)
through
2008 2007 March 31, 2008
--------------- --------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (19,762) $ 0 $ (1,398,423)
Adjustments to reconcile net loss
to net cash used by operating activities:
Stock and warrants issued for services 0 0 440,422
Depreciation 0 0 3,445
Changes in operating assets and liabilities:
Increase (decrease) in accts payable 16,500 0 80,641
Increase (decrease) in accd liab 0 0 69,502
Increase (decrease) in accd interest 3,262 0 6,053
--------------- --------------- ----------------
Net cash used by operating activities 0 0 (757,018)
--------------- --------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment 0 0 (20,671)
--------------- --------------- ----------------
Net cash used by investing activities 0 0 (20,671)
--------------- --------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 0 0 315,000
Proceeds from third party loan 0 0 420,000
Payments on stockholders' loans 0 0 (35,500)
Proceeds from stockholders' loans 0 0 78,189
--------------- --------------- ----------------
Net cash provided by financing activities 0 0 777,689
--------------- --------------- ----------------
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:
comm stk issued to retire debt $ 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, 2008 and 2007 is unaudited)
(1) Nature of Business
Medical Makeover Corporation of America (f/k/a Cactus New Media I, Inc.) ("the
Company") was incorporated on March 29, 1999, under the laws of the State of
Delaware. The Company's business activities to date have primarily consisted of
the formation of a business plan for internet link exchanges in connection with
internet banner advertising and implementation thereof. The Company originally
intended to become active in internet entertainment services through the
registration of internet domains with InterNIC, and engage in the development of
proprietary software and services designed to support and facilitate its
internet services. In February 2004, subsequent to a change of control (see note
4), management decided to enter the medical makeover/anti-aging industry. In
March 2004, the Company changed its name to Medical Makeover Corporation of
America and decided to form a Florida subsidiary corporation also named Medical
Makeover Corporation of America to transact the medical makeover/anti-aging
business in the State of Florida.
(2) Basis of Presentation
The accompanying unaudited financial statements of the Company have been
prepared in accordance with accounting principles generally accepted in the
United States of America.
(3) Significant Accounting Policies
a) 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.
b) Start-Up Costs: Costs of start-up activities, including organization
costs are expensed as incurred in accordance with Statement of Position 98-5.
c) 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. There were no common stock equivalents for the periods ended
December 31, 2007 and 2006.
d) Income Taxes: The Company accounts for income taxes according to
Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting for
Income Taxes". Under the liability method specified by SFAS No. 109, deferred
income taxes are recognized for the future tax consequences of temporary
differences between the financial statement carrying amounts and tax bases of
assets and liabilities.
F-6
Medical Makeover Corporation of America
(A Development Stage Enterprise)
Notes to Financial Statements
(3) Significant Accounting Policies, continued
e) Interim financial information: The financial statements for the three
months ended March 31, 2008 and 2007 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 three
months are not indicative of a full year results.
(4) Stockholders' Equity (Deficit)
The Company has the authority to issue 10,000,000 shares of preferred stock, par
value $0.0001 per share, which may be divided into series and with the
preferences, limitations and relative rights determined by the Board of
Directors. At March 31, 2006, no preferred stock shares were issued and
outstanding. In October 2003, the Company amended its certificate of
organization to increase the authorized shares of common stock to 200,000,000
and effectuated a 100 for 1 reverse stock split of the Company's common stock.
All dollar and share amounts have been adjusted to reflect this split.
On February 6, 2004, the Company sold 22,500,000 shares of restricted common
stock to Gala Enterprises Ltd, a Belize Corporation, for $90,000, which funds
were used to pay certain existing accounts payable. On February 8, 2004, the
Company issued 9,301,300 of shares of restricted common stock to two officers
for compensation with a value of $37,000 and in consideration of such Gala
Enterprises Ltd. surrendered to treasury 9,301,300 shares. On February 10, 2004,
the Company issued 22,500,000 shares of restricted common stock in exchange for
the assumption of $90,000 in existing accounts payable to outside investors. On
May 3, 2004, the Company issued 400,000 shares of restricted common stock, to an
independent third party investor in exchange for $200,000 in cash, or $0.50 per
share. In the third quarter the Company issued 89,413 shares of restricted
common stock to its former CEO pursuant to his employment agreement. These
shares were for services valued at $19,600, or $0.22 per share. In September
2004, the Company reached an agreement with its former CFO, whereby he will
return 2,151,300 of his 2,401,300 shares. On October 1, 2004, the Company
reached an agreement with its former CEO, whereby he will return 6,210,000 of
his 6,900,000 shares.
In April 2005, the Company issued 1,433,334 shares of restricted common stock in
conjunction to the cash payments for the purchase of R&I Salon, Inc. and
Aventura Electrolysis and Skin Care Center, Inc. These shares were valued at
$93,666, or approximately $0.065 per share. In the third quarter were voided ab
initio for numerous reasons and the stock was returned to the Company for
cancellation. In June 2005, the Company issued 3,993,250 shares of restricted
common stock to the Company's President for services rendered over the prior six
months, in accordance with his employment agreement. These shares were valued at
$239,595, or $0.06 per share. In the third quarter the Company issued 602,255
shares of restricted common stock in exchange for services valued at $18,068, or
$0.03 per share. In 2006 the Company issued 300,000 shares of common stock for
services valued at $16,500, or $0.055 per share. In 2006 the Company issued
13,205,800 shares of common stock to settle debt amounting to $232,605. In 2007
the Company issued 12,294,411 shares of common stock to retire convertible debt
and accrued interest totaling $32,810, or $0.001 per share.
F-7
Medical Makeover Corporation of America
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(5) Income Taxes
Deferred income taxes (benefits) are provided for certain income and expenses
which are recognized in different periods for tax and financial reporting
purposes. The Company had net operating loss carry- forwards for income tax
purposes of approximately $1,418,800 expiring in various years from 2019 through
2028. Due to the change in ownership in February 2004, the prior years net
operating loss carry-forwards are subject to substantial restrictions and may
only be utilized to offset approximately $7,000 of annual taxable income as well
as any unrealized appreciation on assets existing at the time of the ownership
change. Deferred tax assets are reduced by a valuation allowance if, in the
opinion of management, it is more likely than not that some portion or all of
the deferred tax assets will not be realized. Management's valuation procedures
consider projected utilization of deferred tax assets over the next several
years, and continually evaluate new circumstances surrounding the future
realization of such assets. The difference between income taxes and the amount
computed by applying the federal statutory tax rate to the loss before income
taxes is due to an increase in the deferred tax asset valuation allowance. The
valuation allowance at March 31, 2008 is 100%.
(6) Related Parties
a) Office lease: The Company formerly leased its office facility from a
company related by virtue of common ownership. Total rent expense to related
parties amounted to $0 and $120 for the year ended December 31, 2004 and 2003,
respectively.
b) Management Fees: The Company formerly contracted an affiliate, related
by virtue of common ownership, for management and consulting services amounting
to $3,407 and $9,000 for the year ended December 31, 2004 and 2003,
respectively. In addition, the Company incurred interest expense amounting to $0
and $900 for the year ended December 31, 2004 and 2003, respectively, for those
services. In the year ended December 31, 2004, $0 and $53,000 in management fees
were paid to the Company's two officers prior to their entering into employment
contracts.
c) Website fees: The Company formerly earned revenues of $200 and $900, and
formerly incurred expenses of $200 and $600 relating to website trafficking fees
to other website companies, related by virtue of common ownership, for the year
ended December 31, 2004 and 2003, respectively.
d) Related party notes payable: In the second quarter 2004, the Company was
loaned $50,000, ($25,000 each), by the Company's two officers. These notes
carried an interest rate of 15%. One matured on December 1, 2004, which terms
were modified on January 21, 2005, to a) $10,000 payment at signing, b) the
execution of a promissory note in the amount $47,750, with an interest rate of
15%, payable monthly for 12 months, c) 6,100,000 shares of the Company are
contributed back to the Company and d) the Company issues 89,413 additional
shares of restricted common stock earned under the original employment
agreement, and the other has been converted to monthly payments over 12 months
beginning in November 2004. Payments amounting to $35,500 were made on these
notes in the first half-year of 2005.
F-8
Medical Makeover Corporation of America
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(7) 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 approximately
$1,418,800 accumulated from March 29, 1999 (Inception) through March 31, 2008.
The ability of the Company to continue as a going concern is dependent upon
commencing operations, developing sales and obtaining additional capital and
debt 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 restart its
planned operations, and in May 2004, the Company sold 400,000 shares of common
stock for $200,000.
(9) Short-term convertible debt
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.
F-9
ITEM 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations
Forward-looking statements
This Form 10-QB contains statements that are forward-looking statements
within the meaning of the federal securities laws, including statements about
our expectations, beliefs, intentions or strategies for the future. These
statements involve known and unknown risks and uncertainties, including risks
resulting from the environment in which we operate, economic and market
conditions, competitive activities, other business conditions, accounting
estimates, and the risk factors set forth in this Form 10-QSB. These risks,
among others, include those relating to our ability to successfully market and
generate patient volume, the Company's ability to maintain contracts with
physicians and other medical providers at favorable rates, and any lawsuits that
may arise in the course of doing business. Our actual results may differ
materially from results anticipated in our forward-looking statements. We base
our forward-looking statements on information currently available to us, and we
have no current intention to update these statements, whether as a result of
changes in underlying factors, new information, future events or other
developments.
FOR THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007
Discussion and Analysis
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."
Results of Operations
For the period ended March 31, 2008, we experienced no significant changes
in our operating activities. Our loss for the same period in 2007 was lower,
principally due to a lack of management and expenditures.
Net Operating Revenues
We had operating revenue of $0 and $0 for the periods ended March 31, 2008,
and 2007, respectively.
Operating Expenses and Charges
The operating expenses for the period ended March 31, 2008 were $19,762.
For the period ended March 31, 2007, the operating expenses were $0.
Liquidity and Capital Resources
For the period ended March 31, 2008, the Company generated no cash flow
from operations. Consequently, the Company has been dependent upon its lenders
to fund its cash requirements. The same situation existed for the period ended
March 31, 2007.
At March 31, 2008, the Company had cash of $0 and no outstanding debt other
than ordinary trade payables, accrued salaries, stockholder loans and third
party loans.
Business Plan and Strategy
As a direct result of the failure of the Company's business plans it has
reverted to the development stage. The Company is currently evaluating certain
opportunities.
12
Going Concern
The accompanying consolidated financial statements have been prepared
assuming that we will continue as a going concern. We have a stockholders
deficit of $414,100 and net losses from operations of $19,800 and $0,
respectively, for the three months ended March 31, 2008 and 2007. These
conditions raise substantial doubt about our ability to continue as a going
concern. The consolidated financial statements do not include any adjustments
that might be necessary if we are unable to continue as a going concern.
Recent Accounting Pronouncements
In July 2001 the FASB issued SFAS No. 141 "Business Combinations" and SFAS
No. 142 "Goodwill and Other Intangible Assets." We have adopted the provisions
of SFAS No. 141 and 142, and such adoption did not impact our results of
operations. 12
In July 2001 the SEC issued SAB 102 "Selected Loan Loss Allowance
Methodology and Documentation Issues." We do not expect this SAB to have any
effect on our financial position or results of operations.
In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." Management does not expect the standard to have any
effect on our financial position or results of operations.
In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment of Long-Lived Assets." We have adopted the provisions of SFAS No. 144
and 142, and such adoption did not impact our results of operations.
In April 2002 the FASB issued SFAS No. 145, "Rescission of SFAS's 4, 44 and
64, Amendment of SFAS No. 13 and Technical Corrections." Management does not
expect the standard to have any effect on our financial position or results of
operations.
In June 2002 the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." Management does not expect the standard to
have any effect on our financial position or results of operations.
In October 2002 the FASB issued SFAS No. 147, "Acquisition of Certain
Financial Institutions." Management does not expect the standard to have any
effect on our financial position or results of operations.
Critical Accounting Policies
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.
Start-Up Costs. Costs of start-up activities, including organization costs,
are expensed as incurred, in accordance with Statement of Position (SOP) 98-5.
Net loss per share. Basic loss per weighted average common share excludes
dilution and is computed by dividing the net loss by the weighted average number
of common shares outstanding during the period. The Company applies Statement of
Financial Accounting Standards No. 128, "Earnings Per Share" (FAS 123).
Fair value of financial instruments. The carrying values of cash and
accrued liabilities approximate their fair values due to the short maturity of
these instruments.
13
Critical Accounting Policies
The preparation of financial statements in conformity with generally
accepted accounting principles (GAAP) 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 may differ from those estimates.
Off-Balance Sheet Arrangements
We have not entered into any off-balance sheet arrangements. We do not
anticipate entering into any off-balance sheet arrangements during the next 12
months. 13
ITEM 3 - Controls and Procedures
Our management, which includes our Chief Executive 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, our management has
concluded that our disclosure controls and procedures are 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.
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.
ITEM 2 Changes in securities, use of proceeds and small business issuer of
equity securities
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
14
ITEM 6 Exhibits and reports on Form 8-K
(a) The exhibits required to be filed herewith by Item 601 of Regulation
S-B, as described in the following index of exhibits, are incorporated herein by
reference, as follows:
Exhibit
No. Description
----- --------------------------------------------------
31.1 Certification of the Chief Executive Officer pursuant to Rule
13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.*
31.2 Certification of the Chief Financial Officer pursuant to Rule
13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.*
32.1 Certification of the Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.*
32.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.*
-------------------------------------------------
* Filed herewith.
(b) Reports on Form 8-K 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/ Douglas P. Martin
----------------------------------------
Douglas P. Martin
Chief Executive Officer and Director
Date: May 14, 2008
15
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘10QSB’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 5/15/08 |
| | 5/14/08 | | 15 |
| For Period End: | | 3/31/08 | | 1 | | 13 | | | NT 10-K |
| | 12/31/07 | | 4 | | 8 | | | 10KSB, 10KSB/A, NT 10-K |
| | 3/31/07 | | 8 | | 13 | | | 10QSB, NT 10-Q |
| | 12/31/06 | | 8 | | | | | 10KSB, NT 10-K |
| | 3/31/06 | | 9 | | | | | 10QSB, NT 10-K, NT 10-Q |
| | 1/21/05 | | 10 | | | | | 8-K |
| | 12/31/04 | | 10 | | | | | 10KSB, 10KSB/A, 5, NT 10-K |
| | 12/1/04 | | 10 |
| | 10/1/04 | | 9 |
| | 5/3/04 | | 9 |
| | 2/10/04 | | 9 |
| | 2/8/04 | | 9 |
| | 2/6/04 | | 9 | | | | | 3, 8-K |
| | 12/31/03 | | 10 | | | | | 10KSB |
| | 3/29/99 | | 5 | | 11 |
| List all Filings |
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Filing Submission 0001164150-08-000037 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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