Amendment to Annual Report — Small Business — Form 10-KSB
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10KSB/A Amendment to Annual Report -- Small Business 28 138K
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
10KSB/A — Amendment to Annual Report — Small Business
Document Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-KSB/A-3
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2007
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from _______________ to ________________
Commission file number 000-30621
MEDICAL MAKEOVER CORPORATION OF AMERICA
-------------------------------------------------------------
(Name of small business issuer in its charter)
Delaware 65-0907798
---------------------------------------- ----------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 Australian Avenue South, Suite 700
West Palm Beach, Florida 33401
---------------------------------------- ----------------------------------
(Address of principal executive offices) (Zip Code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, Par Value $0.001 Per Share
Check whether the issuer (1) has filed all reports required to be filed by
section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [_] No [X]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [_] No [X]
State issuer's revenues for its most recent fiscal year ended December 31, 2007:
$0.
Of the 77,393,592 shares of voting stock of the registrant issued and
outstanding as of December 31, 2007, 62,397,392 shares were held by
non-affiliates. The aggregate market value of the voting stock held by
non-affiliates of the registrant computed by reference to the closing bid price
of its Common Stock as reported on the OTC Bulletin Board on April 10, 2008:
$343,186.
Transitional Small Business Disclosure Format (check one): Yes [_] No [X]
PART I
The following discussion should be read in conjunction with the Company's
audited financial statements and notes thereto and Item 6 included herein. In
connection with, and because the Company desires to take advantage of, the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995, the
Company cautions readers regarding certain forward looking statements in the
following discussion and elsewhere in this report and in any other statement
made by, or on its behalf, whether or not in future filings with the Securities
and Exchange Commission. Forward-looking statements are statements not based on
historical information and which relate to future operations, strategies,
financial results or other developments. Forward looking statements are
necessarily based upon estimates and assumptions that are inherently subject to
significant business, economic and competitive uncertainties and contingencies,
many of which are beyond the Company's control and many of which, with respect
to future business decisions, are subject to change. These uncertainties and
contingencies can affect actual results and could cause actual results to differ
materially from those expressed in any forward looking statements made by, or on
the Company's behalf. Without limiting the generality of the foregoing, words
such as "may", "anticipate", "intend", "could", "estimate", or "continue" or the
negative or other comparable terminology are intended to identify
forward-looking statements. The Company disclaims any obligation to update
forward-looking statements.
ITEM 1. DESCRIPTION OF BUSINESS
(a) Business Development
Medical Makeover Corporation of country-regionAmerica was incorporated on
March 29, 1999 under the laws of the State of Statecountry-regionplaceDelaware
as Cactus New Media I, Inc. Initially, we were a development stage company that
was incorporated for the purpose of engaging in the business of Internet
entertainment services and telecommunications. 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.
In February 2004, subsequent to a change of control, management decided to
enter the medical makeover/anti-aging industry. In March 2004, the Company
changed its name to Medical Makeover Corporation of country-regionplaceAmerica.
The Company formed two (2) Statecountry-regionFlorida subsidiaries, Medical
Makeover Corporation of country-regionAmerica on February 27, 2004 and Aventura
Makeover Corporation on February 11, 2005 to transact the medical
makeover/anti-aging business in the State of Statecountry-regionplaceFlorida.
On February 6, 2004, Gala Enterprises Ltd., a country-regionplaceBelize
corporation, made a cash payment to the Company in the amount of ninety thousand
dollars ($90,000) in exchange for 22,500,000 shares of the Company's restricted
Common Stock, issued pursuant to Section 4(2) of the Securities Act of 1933, as
amended, and Rule 144 promulgated thereunder. The purpose of this transaction
was to effect a change of control to Gala Enterprises Ltd. The purpose of the
cash payment was to provide sufficient funds for the Company to satisfy a
portion of its outstanding debts. As of this date, the issuance represents
19.87% of the issued and outstanding common stock of the Company.
Our principal place of business is Streetaddresscountry-regionaddress500
Australian Avenue South, Suite 700, Citycountry-regionWest Palm Beach,
Statecountry-regionFlorida PostalCodecountry-region33401, and our telephone
number at that address is (561) 514-0196.
3
(b) Business of the Company
With the failure of the Company's last two business plans, it has reverted
to the development stage. Management is currently evaluating several
opportunities. Employees
As of December 31, 2007, the Company employed no full time and no part time
employees. None of the Company's employees are represented by labor unions. The
Company believes its relationship with employees is excellent and does not
believe that unionization is likely to happen. We anticipate hiring additional
employees over the next twelve months if we are successful in implementing a new
plan of operations.
Available Information
Information regarding the Company's annual reports on Form 10-KSB,
quarterly reports on Form 10-QSB, current reports on Form 8-K, and any
amendments to these reports, are available to the public from the SEC's website
at http://www.sec.gov as soon as reasonably practicable after the Company
electronically files such reports with the Securities and Exchange Commission.
Any document that the Company files with the SEC may also be read and copied at
the SEC's public reference room located at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, DC 20549. Please call the SEC at 1- 800-SEC-0330 for
further information on the public reference room.
Risk Factors
You should consider each of the following risk factors and any other
information set forth in this Form 10-KSB and the other Company's reports filed
with the Securities and Exchange Commission ("SEC"), including the Company's
financial statements and related notes, in evaluating the Company's business and
prospects. The risks and uncertainties described below are not the only ones
that impact on the Company's operations and business. Additional risks and
uncertainties not presently known to the Company, or that the Company currently
considers immaterial, may also impair its business or operations. If any of the
following risks actually occur, the Company's business and financial condition,
results or prospects could be harmed.
RISKS ASSOCIATED WITH THE COMPANY'S PROSPECTIVE BUSINESS AND OPERATIONS
The Company lacks meaningful operating history and will require substantial
capital if it is to be successful. We will require additional funds for our
operations.
At December 31, 2007, we had a working capital deficiency of approximately
$394,300. We will require significant cash during 2008, in order to implement
any acquisitions. No assurances can be given that the Company will be able to
obtain the necessary funding during this time to make any acquisitions. The
inability to raise additional funds will have a material adverse affect on the
Company's business, plan of operation and prospects. Acquisitions may be made
with cash or our securities or a combination of cash and securities. To the
extent that we require cash, we may have to borrow the funds or sell equity
securities. The issuance of equity, if available, would result in dilution to
our stockholders. We have no commitments from any financing source and we may
not be able to raise any cash necessary to complete an acquisition. If we fail
to make any acquisitions, our future growth may be limited. If we make any
acquisitions, they may disrupt or have a negative impact on our business.
The terms on which we may raise additional capital may result in
significant dilution and may impair our stock price. Because of our cash
position, our stock price and our immediate cash requirements, it is difficult
for us to raise capital for any acquisition. We cannot assure you that we will
be able to get financing on any terms, and, if we are able to raise funds, it
4
may be necessary for us to sell our securities at a price that is at a
significant discount from the market price and on other terms which may be
disadvantageous to us. In connection with any such financing, we may be required
to provide registration rights to the investors and pay damages to the investor
in the event that the registration statement is not filed or declared effective
by specified dates. The price and terms of any financing which would be
available to us could result in both the issuance of a significant number of
shares and significant downward pressure on our stock price.
The Company's officers and directors may have conflicts of interest and do not
devote full time to the Company's operations.
The Company's officers and directors may have conflicts of interest in that
they are and may become affiliated with other companies. In addition, the
Company's officers do not devote full time to the Company's operations. Until
such time that the Company can afford executive compensation commensurate with
that being paid in the marketplace, its officers will not devote their full time
and attention to the operations of the Company. No assurances can be given as to
when the Company will be financially able to engage its officers on a full time
basis.
We have not voluntarily implemented various corporate governance measures in the
absence of which, shareholders may have more limited protections against
interested director transactions, conflicts of interest and similar matters.
Recent Federal legislation, including the Sarbanes-Oxley Act of 2002, has
resulted in the adoption of various corporate governance measures designed to
promote the integrity of the corporate management and the securities markets.
Some of these measures have been adopted in response to legal requirements.
Others have been adopted by companies in response to the requirements of
national securities exchanges, such as the NYSE or The Nasdaq Stock Market, on
which their securities are listed. Among the corporate governance measures that
are required under the rules of national securities exchanges and Nasdaq are
those that address board of directors' independence, audit committee oversight,
and the adoption of a code of ethics. While our board of directors has adopted a
Code of Ethics and Business Conduct, we have not yet adopted any of these
corporate governance measures and, since our securities are not yet listed on a
national securities exchange or Nasdaq, we are not required to do so. It is
possible that if we were to adopt some or all of these corporate governance
measures, shareholders would benefit from somewhat greater assurances that
internal corporate decisions were being made by disinterested directors and that
policies had been implemented to define responsible conduct. For example, in the
absence of audit, nominating and compensation committees comprised of at least a
majority of independent directors, decisions concerning matters such as
compensation packages to our senior officers and recommendations for director
nominees may be made by a majority of directors who have an interest in the
outcome of the matters being decided. Prospective investors should bear in mind
our current lack of corporate governance measures in formulating their
investment decisions.
Provisions of our Articles of Incorporation and Bylaws may delay or prevent
take-over which may not be in the best interest of our stockholders.
Provisions of our articles of incorporation and bylaws may be deemed to
have anti-takeover effects, which include when and by whom special meetings of
our stockholders may be called, and may delay, defer or prevent a takeover
attempt. In addition, certain provisions of the Florida Statutes also may be
deemed to have certain anti-takeover effects which include that control of
shares acquired in excess of certain specified thresholds will not possess any
voting rights unless these voting rights are approved by a majority of a
corporation's disinterested stockholders. In addition, our articles of
incorporation authorize the issuance of up to 10,000,000 shares of preferred
stock with such rights and preferences as may be determined from time to time by
our board of directors, of which 0 shares of Preferred Stock are issued and
5
outstanding as of April 10, 2008. Our board of directors may, without
stockholder approval, issue preferred stock with dividends, liquidation,
conversion, voting or other rights that could adversely affect the voting power
or other rights of the holders of our common stock. As a result, our board of
directors can issue such stock to investors who support our management and give
effective control of our business to our management.
We may be exposed to potential risks relating to our internal controls over
financial reporting and our ability to have those controls attested to by our
independent auditors.
As directed by Section 404 of the Sarbanes-Oxley Act of 2002 ("SOX 404"),
the Securities and Exchange Commission adopted rules requiring public companies
to include a report of management on the company's internal controls over
financial reporting in their annual reports, including Form 10-KSB. In addition,
the independent registered public accounting firm auditing a company's financial
statements must also attest to and report on management's assessment of the
effectiveness of the company's internal controls over financial reporting as
well as the operating effectiveness of the company's internal controls. We are
evaluating our internal control systems quarterly in order to allow our
management to report on, and our independent auditors attest to, our internal
controls, as a required part of our Annual Report on Form 10-KSB beginning with
our report for the fiscal year ended December 31, 2007.
While we expect to expend significant resources in developing the necessary
documentation and testing procedures required by SOX 404, there is a risk that
we will not comply with all of the requirements imposed thereby. At present,
there is no precedent available with which to measure compliance adequacy.
Accordingly, there can be no positive assurance that we will receive a positive
attestation from our independent auditors. In the event we identify significant
deficiencies or material weaknesses in our internal controls that we cannot
remediate in a timely manner or we are unable to receive a positive attestation
from our independent auditors with respect to our internal controls, investors
and others may lose confidence in the reliability of our financial statements
and our ability to obtain equity or debt financing could suffer.
Risks Related to the Company's Common Stock
The Company does not expect to pay dividends in the foreseeable future.
The Company has never paid cash dividends on its common stock and has no
plans to do so in the foreseeable future. The Company intends to retain
earnings, if any, to develop and expand its business. "Penny stock" rules may
make buying or selling the common stock difficult and severely limit their
market and liquidity.
Trading in the Company's common stock is subject to certain regulations
adopted by the SEC commonly known as the "Penny Stock Rules". The Company's
common stock qualifies as penny stock and is covered by Section 15(g) of the
Securities and Exchange Act of 1934, as amended (the "1934 Act"), which imposes
additional sales practice requirements on broker/dealers who sell the Company's
common stock in the market. The "Penny Stock" rules govern how broker/dealers
can deal with their clients and "penny stock". For sales of the Company's common
stock, the broker/dealer must make a special suitability determination and
receive from clients a written agreement prior to making a sale. The additional
burdens imposed upon broker/dealers by the "penny stock" rules may discourage
broker/dealers from effecting transactions in the Company's common stock, which
could severely limit its market price and liquidity. This could prevent
investors from reselling Echo common stock and may cause the price of the common
stock to decline. Although publicly traded, the Company's common stock has
substantially less liquidity than the average trading market for a stock quoted
on other national exchanges, and our price may fluctuate dramatically in the
future.
6
Although the Company's common stock is listed for trading on the
Over-the-Counter Electronic Bulletin Board, the trading market in the common
stock has substantially less liquidity than the average trading market for
companies quoted on other national stock exchanges. A public trading market
having the desired characteristics of depth, liquidity and orderliness depends
on the presence in the marketplace of willing buyers and sellers of our common
stock at any given time. This presence depends on the individual decisions of
investors and general economic and market conditions over which we have no
control. Due to limited trading volume, the market price of the Company's common
stock may fluctuate significantly in the future, and these fluctuations may be
unrelated to the Company's performance. General market price declines or overall
market volatility in the future could adversely affect the price of the
Company's common stock, and the current market price may not be indicative of
future market prices.
ITEM 2. DESCRIPTION OF PROPERTY
The Company's current executive offices are at 500 Australian Avenue South,
Suite 700, West Palm Beach, Florida 33401. The property consists of
approximately 120 square feet of finished office space. We accrue rent and other
fees in the amount of $1,500 per quarter for the use of this executive office as
this office is used virtually full-time by other businesses and a shareholder.
We believe that the foregoing space is adequate to meet our current needs and
anticipate moving our offices during the next twelve (12) months if we are able
to execute a new business plan.
ITEM 3. 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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of our shareholders, through the
solicitation of proxies or otherwise during the fourth quarter of our fiscal
year ended December 31, 2007, covered by this report.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
(a) Market Information. Our common stock, par value $0.0001 per share (the
"Common Stock") began trading on the OTC Bulletin Board market on June 30, 2004
under the symbol "MMAM". Prior thereto, our stock was traded on the Pink Sheets.
Our common stock is traded sporadically and no established liquid trading market
currently exists therefore.
The following table represents the range of the high and low price for our
Common Stock on the OTC Bulletin Board for each fiscal quarter since June 30,
7
2004 for each quarter ending March 31, 2006. These Quotations represent prices
between dealers, may not include retail markups, markdowns, or commissions and
may not necessarily represent actual transactions.
Year 2006 High Low
------------------- ------ -----
First Quarter $0.15 $0.01
Second Quarter $0.15 $0.02
Third Quarter $0.05 $0.02
Fourth Quarter $0.02 $0.01
Year 2007 High Low
------------------- ------ -----
First Quarter $0.02 $0.01
Second Quarter $0.01 $0.00
Third Quarter $0.01 $0.00
Fourth Quarter $0.00 $0.00
Transfer Agent
Our transfer agent is Florida Atlantic Stock Transfer, Inc., 7130 Nob Hill
Road, Tamarac, FL 33321. Their telephone number is (954) 272-9294.
(b) Holders. As of December 31, 2007, there were approximately forty (40)
holders of record of our common stock, which excludes those shareholders holding
stock in street name.
(c) Dividend Policy. We have not declared or paid cash dividends or made
distributions in the past, and we do not anticipate that we will pay cash
dividends or make distributions in the foreseeable future. We currently intend
to retain and reinvest future earnings, if any, to finance our operations.
(d) Equity Compensation Plans. We have not authorized any compensation
plans (including individual compensation arrangements) under which our equity
securities have been authorized for issuance as of the end of the most recently
completed fiscal year ended December 31, 2007. We have not authorized any such
plan for the fiscal year ended December 31, 2007.
Recent Sales of Unregistered Securities.
We did not sell any securities during the period covered by this report
that were not registered under the Securities Act, which was not disclosed in
our 10-QSB.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS
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."
This report on Form 10-KSB contains forward-looking statements that are
subject to risks and uncertainties that could cause actual results to differ
materially from those discussed in the forward-looking statements and from
historical results of operations. Among the risks and uncertainties which could
cause such a difference are those relating to our dependence upon certain key
personnel, our ability to manage our growth, our success in implementing the
business strategy, our success in arranging financing where required, and the
risk of economic and market factors affecting us or our customers. Many of such
risk factors are beyond the control of the Company and its management.
FOR THE YEAR ENDED DECEMBER 31, 2007 AND 2006
Results of operations
For the twelve months ended December 31, 2007 and 2006, we had no
significant operations.
8
Net Operating Revenues
There was no operating revenue for the twelve months ended December 31,
2007, and 2006 respectively.
Operating Expenses and Charges
The significant operating expenses for the twelve months ended December 31,
2007 included $41,000 in general and administrative expenses; $19,500 in
professional fees and $13,500 in interest expense. For the twelve months ended
December 31, 2006, the significant expenses were $42,500 in general and
administrative expenses, $17,000 in consulting expense and $9,600 in
professional fees.
Liquidity and Capital Resources
For the twelve months ended December 31, 2007 and 2006, the Company has not
generated cash flow from operations. Consequently, the Company has been
dependent upon third party loans to fund its cash requirements.
As of December 31, 2007, the Company had cash of $0. The Company's total
assets decreased from $29,747 as of December 31, 2004 to $0. This decrease is
attributable to the failure of its prior business plans. At December 31, 2007,
total liabilities increased from $353,141 to $394,350. This increase is
attributable to the accrued general and administrative expenses. As of December
31, 2007, the Company had no outstanding debt other than ordinary trade
payables, accrued liabilities, short term loans and a stockholder loan. 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.
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.
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 $1,399,027 and a working capital deficiency of $394,350 at December
31, 2007 and net losses from operations of $74,019 and $69,104, respectively,
for the years ended December 31, 2007 and 2006. 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.
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.
9
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.
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.
ITEM 7. FINANCIAL STATEMENTS
Our financial statements for the year ended December 31, 2007 have been
prepared in accordance with generally accepted accounting principles and
pursuant to Regulation S-B as promulgated by the Securities and Exchange
Commission and are included herein starting on Page F-1 of this Form 10-KSB.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None
10
ITEM 8A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
We have carried out an evaluation, under the supervision and with the
participation of our management, including our Chief Executive Officer and our
Chief Financial Officer, of the effectiveness of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") as of December 31, 2007.
Based on such evaluation, our management has concluded that our disclosure
controls and procedures were not effective as of the end of the last fiscal year
because information required to be disclosed by us was not recorded, processed,
summarized and reported within the time periods specified in the Commission's
rules and forms including that we failed to provide our report on internal
control over financial reporting under Item 308 (T) of Regulation S-B.
Management's Report on Internal Control Over Financial Reporting
Management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting as defined in Rules 13a-15(f)
and 15d-15(f) promulgated under the Exchange Act. Those rules define internal
control over financial reporting as a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally
accepted accounting principles and includes those policies and procedures that:
1. Pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of
the Company;
2. Provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the Company are
being made only in accordance with authorizations of management and directors of
the Company; and
3. Provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisitions, use or disposition of the Company's assets that could
have a material effect on the financial statements.
Because of its inherent limitations, internal controls over financial
reporting may not prevent or detect misstatements. Projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company's internal control
over financial reporting as of December 31, 2007. In making this assessment, the
Company's management used the criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission ("COSO"). Based on our assessment, we believe that,
as of December 31, 2007, the Company's internal control over financial reporting
is effective based on those criteria.
This annual report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the Company's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management's
report in this annual report.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting
during the most recent fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
11
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT
(a) Set forth below are the names, ages, positions, with the Company and
business experiences of the executive officers and directors of the Company.
Name Age Position(s) with Company Since
--------------- --- ----------------------------------------------
Douglas Martin 42 President, Chairman July 7, 2006
--------------------------
Business Experience
Douglas P. Martin, age 43, Director, President and Chairman of the Board.
Prior to entering the business field, Mr. Martin, a Canadian citizen, attended
schools in Canada as part of his formal education, including the receipt of a
degree from Sir Sanford Fleming College and advanced credits from the University
of Guelph. Mr. Martin is the Chairman and Sole Shareholder of D.P. Martin &
Associates, Inc., Palm Beach County, Florida. For more than eight (8) years, Mr.
Martin and D.P. Martin & Associates, Inc. have established a network of business
and financial investors, and with this extensive network serves as a business
consultant to a wide variety of public and private companies in the United
States market.
Committees of the Board of Directors
We presently do not have an audit committee, compensation committee,
nominating committee, an executive committee of our board of directors, stock
plan committee or any other committees. However, our board of directors may
establish various committees during the current fiscal year.
Compensation of Directors Our directors receive no cash compensation.
Terms of Office
Our directors are appointed for one-year terms to hold office until the
next annual general meeting of the holders of our Common Stock or until removed
from office in accordance with our by-laws. Our officers are appointed by our
board of directors and hold office until removed by our board of directors.
Involvement in Certain Legal Proceedings
Except as indicated above, no event listed in Sub-paragraphs (1) through
(4) of Subparagraph (d) of Item 401 of Regulation S-B, has occurred with respect
to any of our present executive officers or directors or any nominee for
director during the past five years which is material to an evaluation of the
ability or integrity of such director or officer.
12
Compliance with Section 16(a) of the Securities Exchange Act of 1934
For companies registered pursuant to section 12(g) of the Exchange Act,
Section 16(a) of the Exchange Act requires our executive officers and directors,
and persons who beneficially own more than ten percent of our equity securities,
to file reports of ownership and changes in ownership with the Securities and
Exchange Commission. Officers, directors and greater than ten percent
shareholders are required by SEC regulation to furnish us with copies of all
Section 16(a) forms they file. To our knowledge, based solely on a review of the
copies of reports furnished to us and written representations that no other
reports were required, Section 16(a) filing requirements applicable to our
officers, directors and greater than ten percent beneficial owners were not
complied with on a timely basis for the period which this report relates.
Code of Ethics
On April 15, 2005, we adopted a Code of Ethics and Business Conduct that
applies to our principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions. We undertake to provide to any person without charge, upon request, a
copy of our Code of Ethics and Business Conduct.
ITEM 10. EXECUTIVE COMPENSATION
The following table shows all the cash compensation paid by the Company, as
well as certain other compensation paid or accrued, during the fiscal years
ended December 31, 2007 and 2006 to the Company's President and highest paid
executive officers. No restricted stock awards, long-term incentive plan payouts
or other types of compensation, other than compensation identified in the chart
below, were paid to these executive officers during these fiscal years
[Enlarge/Download Table]
Long Term Compensation
Annual Compensation Awards Payouts
-------------------- ----------------------- -------------
Other Restricted Securities LTIP All
Name and Annual Stock Underlying Pay- Other
Principal Year Salary Bonus Compen- Award(s) Options/ outs Compen-
Position (1) ($) ($) sation ($) ($) SARs (f) sation ($)
----------------- ------ -------- -------- ------------ ---------- ------------ -------- ----------
Douglas Martin 2007 13,000*
2006 0
--------------------------------
* - accrued
13
Bonuses and Deferred Compensation
We do not have any bonus, deferred compensation or retirement plan. Such
plans may be adopted by us at such time as deemed reasonable by our board of
directors. We do not have a compensation committee, all decisions regarding
compensation are determined by our board of directors.
Stock Option and Stock Appreciation Rights.
We do not currently have a Stock Option or Stock Appreciation Rights Plan.
No stock options or stock appreciation rights were awarded during the fiscal
year ended December 31, 2007, or the period ending on the date of this Report.
Termination of Employment and Change of Control Arrangement
There are no compensatory plans or arrangements, including payments to be
received from us, with respect to any person named in cash compensation set out
above which would in any way result in payments to any such person because of
his resignation, retirement, or other termination of such person's employment
with us or our subsidiaries, or any change in control of us, or a change in the
person's responsibilities following a changing in control.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of December 31, 2007, information with
respect to the beneficial ownership of our common stock by (i) persons known by
us to beneficially own more than five percent of the outstanding shares, (ii)
each director, (iii) each executive officer and (iv) all directors and executive
officers as a group.
Common Stock
Beneficially Owned
Title of ------------------------
Name and Address Class Number Percent (1)
-----------------------------------------------------------------------
Douglas Martin Common 1,797,500 2.32%
Gala Enterprises Ltd. Common 13,198,700 17.05%
----------------------------------------------------------------------------
(1) Under Rule 13d-3, a beneficial owner of a security includes any person who,
directly or indirectly, through any contract, arrangement, understanding,
relationship, or otherwise has or shares: (i) voting power, which includes
the power to vote, or to direct the voting of shares; and (ii) investment
power, which includes the power to dispose or direct the disposition of
shares. Certain shares may be deemed to be beneficially owned by more than
one person (if, for example, persons share the power to vote or the power
to dispose of the shares). In addition, shares are deemed to be
beneficially owned by a person if the person has the right to acquire the
shares (for example, upon exercise of an option) within 60 days of the date
as of which the information is provided. In computing the percentage
ownership of any person, the amount of shares outstanding is deemed to
include the amount of shares beneficially owned by such person (and only
such person) by reason of these acquisition rights. As a result, the
percentage of outstanding shares of any person as shown in this table does
not necessarily reflect the person's actual ownership or voting power with
respect to the number of shares of common stock actually outstanding on
December 31, 2007. As of December 31, 2007, there were 77,392,629 shares of
our common stock issued and outstanding.
14
Securities Authorized for Issuance Under Equity Compensation Plans
The following table sets forth information as of December 31, 2007, with
respect to compensation plans (including individual compensation arrangements)
under which our common stock is authorized for issuance, aggregated as follows:
(i) all compensation plans previously approved by security holders; and (ii) all
compensation plans not previously approved by security Holders: NONE.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Except as described below, none of the following persons has any direct or
indirect material interest in any transaction to which we are a party during the
past two years, or in any proposed transaction to which the Company is proposed
to be a party:
(A) any director or officer;
(B) any proposed nominee for election as a director;
(C) any person who beneficially owns, directly or indirectly, shares
carrying more than 5% of the voting rights attached to our common
stock; or
(D) any relative or spouse of any of the foregoing persons, or any
relative of such spouse, who has the same house as such person or who
is a director or officer of any parent or subsidiary.
ITEM 13. 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
----- --------------------------------------------------
2.3 Share Exchange Agreement, dated February 28, 2005, by and among the
Company, Aventura and Garden of Eden Skin Care, Inc. and the
shareholders of Eden.(5)
2.4 Share Exchange Agreement, dated March 31, 2005, by and among the
Company, Aventura and R&I and the shareholders of R&I.(7)
2.5 Share Exchange Agreement, dated April 12, 2005, by and among the
Company, Aventura and Aventura Electrolysis and Skin Care Center,
Inc.("Laser"), and the shareholders of Laser.(8)
3(i).3 Articles of Incorporation of Garden of Eden Skin Care, Inc.(5)
3(ii).2 Bylaws of Garden of Eden Skin Care, Inc.(5)
10.1 Lease entered into with Turnberry Associates (1)
10.2 Employment agreement between Medical Makeover Corporation of America
and Dr. Leonard I. Weinstein (1)
10.3 Employment agreement between Medical Makeover Corporation of America
and Walter E. Birch (1)
10.4 Separation Agreement and Mutual Release between the Company and Dr.
Weinstein (4)
10.5 Employment Agreement between the Company and Randy Baker (4)
10.6 Employment Agreement between the Company and Dr. Harry Glenn(4)
10.7 Employment Agreement between the Company and Ana Maria Wech.(5)
15
10.8 Resignation Letter of Dr. Harry Glenn.(6)
10.9 Employment Agreement between Aventura and Mr. Cohen.(7)
10.10 Employment Agreement between Aventura and Judith Kornik (8)
10.11 Sample Consulting Agreement with Doctors*
14.1 Code of Conduct*
16.1 Letter from Baum & Company, P.A. . to the Securities and Exchange
Commission.(2)
16.2 Letter from Kaufman Rossin & Co. to the Securities and Exchange
Commission.(3)
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.*
-------------------------------------------------
(1) Filed as an exhibit to the 10QSB/A on 05/25/2004.
(2) Filed as an exhibit to the 8-K on 05/12/2004.
(3) Filed as an exhibit to the 8-K/A on 01/14/2005.
(4) Filed as an exhibit to the 8-K on 01/26/2005
(5) Filed as an exhibit to the 8-K on 03/04/2005
(6) Filed as an exhibit to the 8-K on 03/18/2005
(7) Filed as an exhibit to the 8-K on 04/06/2005
(8) Filed as an exhibit to the 8-K on 04/18/2005
(9) Filed as an exhibit to the 10-KSB on 04/20/2005
* Filed herewith
(b) Reports on Form 8-K
During the last quarter of the fiscal year ended December 31, 2007, we did
not file any reports on Form 8-K.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees. The aggregate fees billed for professional services rendered
was $4,000 and $4,000 for the audit of our annual financial statements for the
fiscal years ended December 31, 2007 and 2006, respectively, and the reviews of
the financial statements included in our Forms 10-QSB for those fiscal years.
Audit-Related Fees. The aggregate fees billed in each of the last two
fiscal years for assurance and related services by the principal accountant that
are reasonably related to the performance of the audit or review of our
financial statements and not reported under the caption "Audit Fee."
Tax Fees. No fees were billed in each of the last two fiscal years for
professional services rendered by the principal accountant for tax compliance,
tax advice and tax planning services.
16
All Other Fees. Other than the services described above, the aggregate fees
billed for services rendered by the principal accountant was $0 and $0,
respectively, for the fiscal years ended December 31, 2007 and 2006.
Audit Committee Policies and Procedures. Our Board of Directors performs
the duties of an audit committee. The Board of Directors must pre-approve all
auditing services and permitted non-audit services (including the fees and terms
thereof) to be performed for us by our independent auditors, subject to the de
minimus exceptions for non-audit services described in Section 10A(i)(1)(B) of
the Securities Exchange Act of 1934, which should be nonetheless be approved by
the Board of Directors prior to the completion of the audit. Each year the
independent auditor's retention to audit our financial statements, including the
associated fee, is approved by the committee before the filing of the previous
year's annual report on Form 10-KSB. At the beginning of the fiscal year, the
Board of Directors will evaluate other known potential engagements of the
independent auditor, including the scope of work proposed to be performed and
the proposed fees, and approve or reject each service, taking into account
whether the services are permissible under applicable law and the possible
impact of each non-audit service on the independent auditor's independence from
management. At each such subsequent meeting, the auditor and management may
present subsequent services for approval. Typically, these would be services
such as due diligence for an acquisition, that would not have been known at the
beginning of the year.
Since May 6, 2003, the effective date of the Securities and Exchange
Commission rules stating that an auditor is not independent of an audit client
if the services it provides to the client are not appropriately approved, each
new engagement of Lawrence Scharfman has been approved in advance by the Board
of Directors, and none of those engagements made use of the de minimus exception
to the pre-approval contained in Section 10A(i)(1)(B) of the Securities Exchange
Act of 1934.
17
INDEX TO FINANCIAL STATEMENTS
Report of Independent Auditors...............................................F-2
Balance Sheet................................................................F-3
Statements of Operations.....................................................F-4
Statement of Stockholders' Equity............................................F-5
Statements of Cash Flows.....................................................F-6
Notes to Financial Statements................................................F-7
F-1
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
Medical Makeover Corporation of America
West Palm Beach, FL
I have audited the accompanying balance sheet of Medical Makeover Corporation of
America, as of December 31, 2007, and the related statements of operations,
stockholders' equity (deficit) and cash flows for the two years in the period
ended December 31, 2007. These financial statements are the responsibility of
the Company's management. My responsibility is to express an opinion on these
financial statements based on my audits.
I conducted my audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audits provide a reasonable
basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Medical Makeover Corporation of
America as of December 31, 2007, and the results of its operations and its cash
flows for the two years in the period ended December 31, 2007, in conformity
with U.S. generally accepted accounting principles.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 4 to the
consolidated financial statements, the Company has experienced net losses since
inception. The Company's financial position and operating results raise
substantial doubt about its ability to continue as a going concern. Management's
plans with regard to these matters are also described in Note 5. The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/Lawrence Scharfman, CPA
Lawrence Scharfman, CPA.
Boynton Beach, Florida
April 9, 2008
F-2
[Enlarge/Download Table]
Medical Makeover Corporation of America
(A Development Stage Enterprise)
Consolidated Balance Sheet
December 31,
2007 2006
-------------------- ------------------
ASSETS
CURRENT ASSETS
Cash $ 0 $ 0
Inventory 0 0
-------------------- ------------------
Total current assets 0 0
-------------------- ------------------
PROPERTY AND EQUIPMENT
Leasehold improvements 0 0
Furniture, fixtures and equipment 0 0
Vehicles 0 0
Less accumulated depreciation 0 0
-------------------- ------------------
Net property and equipment 0 0
-------------------- ------------------
OTHER ASSETS
Goodwill 0 0
Deposits and prepaid expenses 0 0
-------------------- ------------------
0 0
-------------------- ------------------
Total Assets $ 0 $ 0
==================== ==================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 77,368 $ 49,868
Accrued liabilities 105,729 69,592
Short-term loans 164,572 187,000
Stockholder loans and accrued interest 46,681 46,681
-------------------- ------------------
Total current liabilities 394,350 353,141
-------------------- ------------------
Total Liabilities 394,350 353,141
-------------------- ------------------
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 65,098,218 issued and outstanding 7,739 6,510
Additional paid-in capital 996,938 965,357
Deficit accumulated during the development stage (1,399,027) (1,325,008)
-------------------- ------------------
Total stockholders' equity (deficit) (394,350) (353,141)
-------------------- ------------------
Total Liabilities and Stockholders' Equity (Deficit) $ 0 $ 0
==================== ==================
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 Operations
For The Year Ended December 31,
From
March 29, 1999
(Inception)
Through
2007 2006 December 31, 2007
------------------- -------------------- --------------------
REVENUES $ 0 $ 0 $ 44,413
COST OF SALES 0 0 4,163
------------------- -------------------- --------------------
GROSS MARGIN 0 0 40,250
OPERATING EXPENSES:
General and administrative expenses 41,000 26,000 649,097
Marketing and advertising 0 16,500 114,153
Consulting fees 0 17,000 180,604
Professional fees 19,500 9,604 226,948
Interest expense to a related party 0 0 10,487
Interest expense 13,519 0 14,402
Management fees to a related party 0 0 114,223
Depreciation 0 0 3,445
------------------- -------------------- --------------------
Total expenses 74,019 69,104 1,313,359
------------------- -------------------- --------------------
Other income (expense)
Loss on abandonment 0 0 (130,581)
------------------- -------------------- --------------------
Net income (loss) $ (74,019)$ (69,104)$ (1,399,527)
=================== ==================== ====================
Income (loss) per weighted average common share $ (0.01)$ (0.01)
=================== ====================
Number of weighted average common shares outstanding 77,392,629 59,430,318
=================== ====================
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 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
Shares issued for acquisitions 1,433,334 143 93,523 0 0 93,666
Shares cancelled for voided acquisitions (1,433,334) (143) (93,523) 0 0 (93,666)
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)
------------ ----------- ----------- ------------ -------------- ---------------
ENDING BALANCE, December 31, 2007 77,392,629 $ 7,739 $ 996,938 $ 0 $ (1,399,027)$ (394,350)
============ =========== =========== ============ ============== ===============
The accompanying notes are an integral part of the financial statements
F-5
[Enlarge/Download Table]
Medical Makeover Corporation of America
(A Development Stage Enterprise)
Statements of Cash Flows
For the Year Ended December 31,
From
March 29, 1999
(Inception)
Through
2007 2006 December 31, 2007
---------------- --------------- --------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (74,019)$ (69,104) $ (1,325,008)
Adjustments to reconcile net loss to net cash used by
operating activities:
Stock issued for services 0 16,500 440,422
Depreciation 0 0 3,445
Changes in operating assets and liabilities
(Increase) decrease in deposits and prepaid expenses 0 0 0
Increase (decrease) in accounts payable 27,500 30,604 50,629
Increase (decrease) in accrued liabilities 33,575 7,000 69,502
Increase (decrease) in accrued interest - related party 0 0 0
Increase (decrease) in accrued interest 12,944 0 3,992
Increase (decrease) in accrued salaries 0 0 0
---------------- --------------- --------------------
Net cash used by operating activities 0 (15,000) (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 15,000 420,000
Payments on third party loans 0 0 0
Payments on stockholders' loans 0 0 (35,500)
Proceeds from stockholders' loans 0 0 78,189
---------------- --------------- --------------------
Net cash provided by financing activities 0 15,000 777,689
---------------- --------------- --------------------
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:
Interest paid in cash $ 0 $ 0
================ ===============
Non-Cash Financing Activities:
144 common stock issued to retire debt and accrued interest $ 32,810 $ 232,605
================ ===============
The accompanying notes are an integral part of the financial statements
F-6
Medical Makeover Corporation of America
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
Item 1 - Consolidated Financial Statements
(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. All intercompany transactions and balances
have been eliminated in consolidation.
(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
(SOP) 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, 2005 and
2004.
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-7
Medical Makeover Corporation of America
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(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 December 31, 2004, 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
restricted common stock to retire convertible debt and accrued interest totaling
$232,605, or $0.02 per share.
In 2007 the Company issued 12,294,411 shares of restricted common stock to
retire convertible debt and accrued interest totaling $32,810, or $0.001 per
share.
F-8
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 $1,399,000 expiring in various years from 2019 through
2027. 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 December 31, 2007 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-9
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
$1,399,000 accumulated from March 29, 1999 (Inception) through December 31,
2007. 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.
(8) Short-term convertible debt
In December 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 10%
interest rate.
In June the Company received a $250,000 convertible loan from a third party.
This loan is in default and carries an 8% interest rate. In 2006 the Company
issued 13,205,800 shares of restricted common stock to retire convertible debt
and accrued interest totaling $232,605, or $0.02 per share. In 2007 the Company
issued 12,294,411 shares of restricted common stock to retire convertible debt
and accrued interest totaling $32,810, or $0.001 per share.
[Balance of this page intentionally left blank.]
F-10
SIGNATURES
In accordance with the Exchange Act, this report has been signed below by
the following persons on our behalf and in the capacities and on the dates
indicated.
Medical Makeover Corporation of America
----------------------------------------
(Registrant)
Date: September 24, 2008 By: /s/ Douglas P. Martin
----------------------------------------
Douglas P. Martin, President and Chairman
Pursuant to the requirements of the Exchange Act, this Report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
Signature Title Date
/s/ Douglas P. Martin
--------------------
Douglas P. Martin President & Chairman September 24, 2008
28
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘10KSB/A’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 9/26/08 |
| | 9/24/08 | | 28 |
| | 4/10/08 | | 2 | | 6 |
| | 4/9/08 | | 19 |
| For Period End: | | 12/31/07 | | 1 | | 27 | | | 10KSB, 10KSB/A, NT 10-K |
| | 12/31/06 | | 8 | | 17 | | | 10KSB, NT 10-K |
| | 7/7/06 | | 12 | | | | | 8-K |
| | 3/31/06 | | 8 | | | | | 10QSB, NT 10-K, NT 10-Q |
| | 12/31/05 | | 24 | | | | | 10KSB, NT 10-K |
| | 4/15/05 | | 13 |
| | 4/12/05 | | 15 | | | | | 8-K |
| | 3/31/05 | | 15 | | | | | 10QSB, 8-K, NT 10-K, NT 10-Q |
| | 2/28/05 | | 15 | | | | | 8-K |
| | 2/11/05 | | 3 |
| | 1/21/05 | | 26 | | | | | 8-K |
| | 12/31/04 | | 9 | | 26 | | | 10KSB, 10KSB/A, 5, NT 10-K |
| | 12/1/04 | | 26 |
| | 10/1/04 | | 25 |
| | 6/30/04 | | 7 | | | | | 10QSB, NT 10-Q |
| | 5/3/04 | | 25 |
| | 2/27/04 | | 3 | | | | | DEF 14C |
| | 2/10/04 | | 25 |
| | 2/8/04 | | 25 |
| | 2/6/04 | | 3 | | 25 | | | 3, 8-K |
| | 12/31/03 | | 26 | | | | | 10KSB |
| | 5/6/03 | | 17 |
| | 3/29/99 | | 3 | | 27 |
| List all Filings |
↑Top
Filing Submission 0001164150-08-000055 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Thu., Apr. 25, 5:41:57.1am ET 