Amendment to Quarterly Report — Small Business — Form 10-QSB
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10QSB/A — Amendment to Quarterly Report — Small Business
Document Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB AMENDMENT 1
(Mark one)
[X] Quarterly Report Under Section 13 or 15(d) of The Securities Exchange Act
of 1934
For the Quarter Ended: June 30, 2005
[_] 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
-----------------------------------------------
(Name of Small Business Issuer in its Charter)
500 Australian Avenue South, Suite 619
West Palm Beach, Florida 33401
Telephone number (561) 651-4146
-------------------------------------------------------
(Address and Telephone of principal executive offices)
Delaware 20-0799349
------------------------------- --------------------------------
(State of incorporation) (I.R.S. Employer ID 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 June 30, 2005, there were approximately 50,990,163 shares of the
Issuer's common stock, par value $0.0001 per share outstanding.
Transitional Small Business Disclosure Format (Check one): Yes |_| No |X|.
---------------------
Copies to:
Newman, Pollock & Klein, LLP
2424 N. Federal Highway, Suite 411
Boca Raton, FL 33431
(561) 393 6168
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
Exhibits
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
F-1
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Medical Makeover Corporation of America
Consolidated Balance Sheet
June 30, 2005 December 31, 2004
-------------------- -------------------
(unaudited)
ASSETS
CURRENT ASSETS
Cash $ 31,943 $ 4,377
Inventory 0 0
-------------------- -------------------
Total current assets 31,943 4,377
-------------------- -------------------
PROPERTY AND EQUIPMENT
Leasehold improvements 0 0
Furniture, fixtures and equipment 20,671 20,671
Vehicles 0 0
Less accumulated depreciation (3,445) (2,067)
-------------------- -------------------
Net property and equipment 17,226 18,604
-------------------- -------------------
OTHER ASSETS
Goodwill 0 0
Deposits and prepaid expenses 3,437 6,766
-------------------- -------------------
3,437 6,766
-------------------- -------------------
Total Assets $ 52,606 $ 29,747
==================== ===================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Bank overdraft $ 0 $ 0
Accounts payable 18,868 15,868
Accrued liabilities 8,934 8,934
Bank loan payable 0 0
Short-term loans 405,000 20,000
Stockholder loans and accrued interest 46,681 82,181
-------------------- -------------------
Total current liabilities 479,483 126,983
-------------------- -------------------
Total Liabilities 479,483 126,983
-------------------- -------------------
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 10,000,000,000 shares;
50,990,163 issued and outstanding 5,099 4,700
Additional paid-in capital 699,596 460,400
Deficit accumulated during the development stage (1,131,572) (562,336)
-------------------- -------------------
Total stockholders' equity (deficit) (426,877) (97,236)
-------------------- -------------------
Total Liabilities and Stockholders' Equity (Deficit) $ 52,606 $ 29,747
==================== ===================
The accompanying notes are an integral part of the financial statements
F-2
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Medical Makeover Corporation of America
Statements of Operations
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
-------------------------------- --------------------------------
2005 2004 2005 2004
----------------- -------------- ----------------- --------------
REVENUES $ 176 $ 0 $ 3,777 $ 200
COST OF SALES 4,163 0 4,163 0
----------------- -------------- ----------------- --------------
GROSS MARGIN (3,987) 0 (386) 200
OPERATING EXPENSES:
General and administrative expenses 22,464 28,619 95,189 28,719
Salaries 335,140 0 335,140 0
Marketing and advertising 6,750 101,426 9,288 101,426
Consulting fees 98,435 0 107,935 37,000
Professional fees 13,700 42,868 15,200 47,868
Interest expense 883 0 883 0
Management fees to a related party 0 52,216 8,000 52,623
Depreciation 689 689 1,378 689
----------------- -------------- ----------------- --------------
Total expenses 478,061 225,818 573,013 268,325
----------------- -------------- ----------------- --------------
Net income (loss) $ (477,885)$ (225,818) $ (569,236)$ (268,125)
================= ============== ================= ==============
Income (loss) per weighted average common share $ (0.01)$ (0.01) $ (0.01)$ (0.01)
================= ============== ================= ==============
Number of weighted average common shares outstanding 52,351,702 46,766,841 51,674,694 46,766,841
================= ============== ================= ==============
The accompanying notes are an integral part of the financial statements
F-3
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Medical Makeover Corporation of America
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 3,993,250 399 239,196 0 0 239,595
Net loss 0 0 0 0 (569,236) (569,236)
------------ ------------- ------------- -------------- -------------- ---------------
ENDING BALANCE, June 30, 2005
(unaudited) 50,990,163 $ 5,099 $ 699,596 $ 0 $ (1,131,572)$ (426,877)
============ ============= ============= ============== ============== ===============
The accompanying notes are an integral part of the financial statements
F-4
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Medical Makeover Corporation of America
Statements of Cash Flows
For the Six Months Ended June 30,
(Unaudited)
2005 2004
----------------- ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (569,236) $ (268,125)
Adjustments to reconcile net loss to net cash used by operating activities:
Stock issued for services 239,595 37,090
Depreciation 1,378 689
Changes in operating assets and liabilities
(Increase) decrease in inventory 0 0
(Increase) decrease in deposits and prepaid expenses 3,329 (6,766)
Increase (decrease) in accounts payable 3,000 12,053
Increase (decrease) in accrued liabilities 0 (89,683)
Increase (decrease) in accrued interest 0 0
Increase (decrease) in accrued salaries 0 8,934
----------------- ------------------
Net cash used by operating activities (321,934) (305,808)
----------------- ------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net liabilities acquired 0 0
Purchase of property and equipment 0 (20,671)
----------------- ------------------
Net cash used by investing activities 0 (20,671)
----------------- ------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 0 290,000
Proceeds from third party loan 385,000 0
Payments on third party loans 0 0
Payments on stockholders' loans (35,500) 0
Proceeds from stockholders' loans 0 50,000
----------------- ------------------
Net cash provided by financing activities 349,500 340,000
----------------- ------------------
Net increase (decrease) in cash 27,566 13,521
----------------- ------------------
CASH, beginning of period 4,377 162
----------------- ------------------
CASH, end of period $ 31,943 $ 13,683
================= ==================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid in cash $ 0 $ 0
================= ==================
Non-Cash Financing Activities:
144 common stock issued to retire debt $ 0 $ 89,583
================= ==================
The accompanying notes are an integral part of the financial statements
F-5
Medical Makeover Corporation of America
Notes to Consolidated Financial Statements
(Information with regard to the six months
ended June 30, 2005 and 2004 is unaudited)
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 condensed consolidated 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, 2004 and 2003.
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
Notes to Consolidated Financial Statements
(3) Significant Accounting Policies, (continued)
e) Interim financial information: The financial statements for the six
months ended June 30, 2005 and 2004, are unaudited and include all adjustments
which in the opinion of management are necessary for fair presentation, and such
adjustments are of a normal and recurring nature. The results for the six months
are not indicative of a full year results.
(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 10,000,000,000 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 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.
(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 $646,600 expiring in various years from 2019 through
2025. 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 June 30, 2005 is 100%.
F-7
Medical Makeover Corporation of America
Notes to Consolidated Financial Statements
(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.
(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
$646,600 accumulated from March 29, 1999 (Inception) through March 31, 2005. 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. In April 2005, the Company acquired two companies within its
business plan parameters and combined these businesses in a single location.
(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 matures in six months and carries a 10% interest rate.
F-8
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 June 30, 2005 AND 2004
Results of operations
For the quarter ended June 30, 2005, we experienced no significant changes
in our operating activities, primarily as a result of our voiding the
acquisition of two operating businesses, (R&I Salon & Aventura Electrolysis &
Skin Care), ab initio in December. Our loss for the quarter, $477,885 was
significantly larger than we expected as a norm due to the non-recurring
issuance of shares to our President valued at $239,600 and certain transitional
expenses relating to the acquisitions. Our loss for the same quarter in 2004 was
$225,800, principally expenditures made to develop our then new business plan,
since disposed of.
Net Operating Revenues
We had operating revenue of $200 and $0 for the quarter ended June 30,
2005, and 2004, respectively.
Operating Expenses and Charges
The significant operating expenses for the quarter ended June 30, 2005
included $22,500 in general and administrative expenses, $335,100 in salaries,
(including the aforementioned $239,600 in stock issued to our President) and
consulting and professional fees of $112,100. For the quarter ended June 30,
2004, the significant operating expenses included $101,400 in marketing
expenses.
Liquidity and Capital Resources
For the quarter ended June 30, 2005, the Company generated negative cash
flow from operations, which again is not our expected norm. This was caused by
certain transitional expenses relating to the acquisitions. Consequently, the
Company has been dependent upon its lenders to fund its cash requirements. The
same situation existed for the Quarter ended June 30, 2004.
11
As of June 30, 2005, the Company had cash of $31,900. The Company's total
assets increased from $29,747 as of December 31, 2004 to $52,600. This increase
is attributable to the loans received. Total liabilities increased from $126,983
to $479,500. This increase is attributable to borrowing an additional $385,000.
As of June 30, 2004, the Company had no outstanding debt other than ordinary
trade payables, accrued salaries, stockholder loans and third party loans.
FOR THE SIX MONTHS ENDED June 30, 2005 AND 2004
Results of operations
For the six months ended June 30, 2005, we experienced significant changes
in our operating activities, primarily as a result of our voiding the
acquisition of two operating businesses, (R&I Salon & Aventura Electrolysis &
Skin Care), ab initio in December. Our loss for the six months, $569,200 was
significantly larger than we expected as a norm due to the non-recurring
issuance of shares to our President valued at $239,600 and certain transitional
expenses relating to the acquisitions. Our loss for the same period in 2004 was
$268,100, principally expenditures made to develop our then new business plan,
since disposed of.
Net Operating Revenues
We had operating revenue of $3,800 and $200 for the six months ended June
30, 2005, and 2004, respectively.
Operating Expenses and Charges
The significant operating expenses for the six months ended June 30, 2005
included $95,200 in general and administrative expenses, $335,100 in salaries,
(including the aforementioned $239,600 in stock issued to our President) and
consulting and professional fees of $123,100. For the same period 2004, the
significant operating expenses included $101,400 in marketing expenses.
Liquidity and Capital Resources
For the six months ended June 30, 2005, the Company generated negative cash
flow from operations, which again is not our expected norm. This was caused by
certain transitional expenses relating to the acquisitions. Consequently, the
Company has been dependent upon its lenders to fund its cash requirements. The
same situation existed for the Quarter ended June 30, 2004.
As of June 30, 2005, the Company had cash of $31,900. The Company's total
assets increased from $29,747 as of December 31, 2004 to $52,600. This increase
is attributable to cash remaining from the loan entered into. Total liabilities
increased from $126,983 to $479,500. This increase is attributable to borrowing
an additional $385,000. As of June 30, 2004, the Company had no outstanding debt
other than ordinary trade payables, accrued salaries, stockholder loans and
third party loans.
Business Plan and Strategy
Medical Makeover Corporation of America, Inc. will provide a comprehensive
approach to looking and feeling better through the modalities of cosmetic
plastic surgery, dermatologic surgery, cosmetic dentistry, hairstyling, fashion,
and makeup services.
12
The Company is targeting the 35 million Americans between the ages of 35
and 75 who are conscious of their appearance, general health, and impression
towards the public. Certain of the Company's shareholders have analyzed the
Medical Makeover marketplace and have observed tremendous market penetration
worldwide. The Company believes that the market for Total Medical Makeovers will
expand exponentially, driven by two dynamics: 1) the aging of the population
with a vast number of "baby boomers" reaching mid-life; and 2) the stunning
popularity of reality shows such as "Extreme Makeover". The focus of the
business plan is to create a contracted panel of professionals serving the
specialties listed above who will, under written agreement, provide the above
listed services at a discounted rate from traditional pricing. They will be
motivated to enter into these relationships because of the Company's marketing
efforts and planned efforts to generate customer volume. By contracting with
this panel of professionals, and having them provide services in their
traditional facilities (office, surgery center, or hospital), the Company will
be able to maintain a low fixed cost position and focus its resources on
marketing and sales.
The Company intends to rely heavily on TV commercials consisting of
30-second spots in the South Florida Market in order to promote services. These
commercials, coupled with a strong brand building effort, will both generate
customer volume as well as create a favorable market position in preparation for
competition with future market entries.
Objectives:
1. To be the first company in the United States that will provide
comprehensive and coordinated makeover services.
2. To contract with plastic surgeons, dermatologists, and cosmetic
dentists who will participate under written agreement, with our
company (first contracts have already been signed).
3. To set the "Gold Standard" for comprehensive makeover services
utilizing only board certified, well respected physicians and
dentists.
4. To provide services in the physicians' offices, licensed surgical
outpatient centers, and hospitals, as well as established and
prestigious salons and spas.
5. To monitor all patients by both a physician and the staff of the
center who will coordinate the different procedures over a period of
time to meet the patient's, physicians, and medically necessary
schedules.
6. The Company has entered into an affiliation agreement with a financial
lender whose specializes in providing financing for cosmetic
procedures.
7. To develop Makeover Gift Certificates for prepayment of services.
After successfully proving our concept in our test market of South
Florida, it is our intention to open two new markets: New York City
and Los Angeles.
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
13
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
There are no pending or anticipated legal proceedings
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
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.
Exhibit
number Descriptions
--------- -----------------------
10.1 Lease entered into with Turnberry Associates.
31.1 * Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
31.2 * Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
32.1 * Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
32.2 * Certification pursuant to Section 906 of 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:
14
On January 7, 2005, we filed a Current Report on Form 8-K dated January 3, 2005
disclosing that Kaufman, Rossin, & Co. had resigned as its independent auditors.
On January 14, 2005, we filed a Current Report on Form 8-K dated January 14,
2005 disclosing that the Company had engaged DeMeo, Young, McGrath as its
independent auditors.
On January 26, 2005, we filed a Current Report on Form 8-K dated January 21,
2005 disclosing the resignation of Director and President - Leonard Weinstein,
PhD, the appointment of Randy Baker as the President and CEO and Harry Glenn, MD
as the COO and Chief Medical Officer.
On February 28, 2005, we filed a Current Report on Form 8-K dated February 28,
2005 disclosing that the Company entered into an agreement to acquire Garden of
Eden Skin Care, Inc.
On March 14, 2005, we filed a Current Report on Form 8-K dated March 14, 2005
disclosing the resignation of Harry Glenn, MD as the COO and Chief Medical
Officer.
On April 6, 2005, we filed a Current Report on Form 8-K dated March 31, 2005
disclosing that the Company entered into an agreement to acquire R&I Salon, Inc.
and the appointment of John Moore as Vice President and COO.
On April 18, 2005, we filed a Current Report on Form 8-K dated April 12, 2005
disclosing that the Company entered into an agreement to acquire Skin Care
Center, Inc. and the Company dismissed DeMeo, Young, McGrath as its independent
auditors and engaged Lawrence Scharfman, CPA as its independent auditor.
On January 25, 2006, we filed a Current Report on Form 8-K dated January 25,
2006 disclosing that the Company voided the acquisition of R&I Salon, Inc., ab
initio.
On January 25, 2006, we filed a Current Report on Form 8-K dated January 25,
2006 disclosing that the Company voided the acquisition of Aventura Electrolysis
& Skin Care Center, Inc., ab initio.
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/ Stephen H Durland
---------------------------------
Stephen H. Durland
Acting Chief Executive Officer,
and Director
Date: January 25, 2006
-----------------------
* Stephen H. Durland has signed both on behalf of the registrant as a duly
authorized acting officer and as the Registrant's acting principal
accounting officer.
15
Dates Referenced Herein and Documents Incorporated by Reference
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