Medical Makeover Corp of America · 10KSB · For 12/31/05

Filed On 4/18/06, 7:32am ET   ·   Accession Number 1164150-6-96   ·   SEC File 0-30621

Annual Report — Small Business   —   Form 10-KSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB       Annual Report -- Small Business                       40    157K 
 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      5K 
 5: EX-32       Certification per Sarbanes-Oxley Act (Section 906)     1      5K 

10KSB   —   Annual Report — Small Business
Document Table of Contents

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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 Form 10-KSB

(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, 2005                                     

Or

[_]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
OF 1934                                                               

For the transition period from _______________ to ________________              

Commission file number 0-30621                                                  

 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)                 

Issuer's telephone number: (561) 514-0196                                       

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                              

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     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,
2004: $0.                                                                       

     Of the  55,476,552  shares of voting  stock of the  registrant  issued  and
outstanding as of April 17, 2006, 51,483,302 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 13, 2005: US$298,603.               

Transitional Small Business Disclosure Format (check one): Yes [_] No [X]       

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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 America was incorporated on March 29, 1999
under the laws of the State of Delaware  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 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.          

     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 America. The Company formed
two (2)  Florida  subsidiaries,  Medical  Makeover  Corporation  of  America  on
February  27, 2004 and  Aventura  Makeover  Corporation  on February 11, 2005 to
transact the medical makeover/anti-aging business in the State of Florida.      

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     On February 6, 2004, Gala Enterprises  Ltd., a Belize  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 48.4% of the issued
and outstanding common stock of the Company.                                    

     On February 8, 2004, the Company  issued  9,301,300 of shares of restricted
common  stock  to  two  officers,   Leonard  Weinstein  and  Walter  Birch,  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.                                                                          

     Unless the  context  indicates  otherwise,  references  hereinafter  to the
"Company",  "we",  "us" or "MMAM" include both Medical  Makeover  Corporation of
America,  a Delaware  corporation  and our wholly owned  subsidiaries,  Aventura
Makeover  Corporation,  a Florida  corporation,  Garden of Eden, Inc., a Florida
corporation,   R&I  Salon  Incorporated,  a  Florida  corporation  and  Aventura
Electrolysis and Skin Care Center,  Inc., a Florida  corporation.  Our principal
place of business is 500  Australian  Avenue South,  Suite 619, West Palm Beach,
Florida 33401, and our telephone number at that address is (561) 651-4146.      

(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.                                                                  

     The  success  of  contemplated  future  acquisitions  will  depend  on  the
effective  integration of such newly-acquired  businesses,  products or services
into the Company's current operations. Important factors for integration include
realization of anticipated  synergies and cost savings and the ability to retain
and attract new personnel and clients.                                          

Intellectual Property                                                           

     We do not expect to have any rights  with  respect  to those  products  for
which we plan to distribute  other than the right to distribute  the products in
the territory  agreed to. We do not have a registered  trademark for the Medical
Makeover name.                                                                  

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Competition                                                                     

     The markets in which our products will be sold are highly competitive.  Our
products will compete with products of many large and small companies, including
well-known  global  competitors.  We will market our products with  advertising,
promotions  and other  vehicles to build  awareness of our brands in conjunction
with a sales  force  including  direct  response  advertising.  We believe  this
combination  will provide the most efficient method of marketing for these types
of products.  Product  quality,  performance,  value and packaging  will also be
important  competitive  factors. We believe that we will gain a certain level of
competitive  advantage  by  utilizing  cost  savings  from our  direct  response
advertising sector that will provide us with a lower overall advertising cost to
promote our products.                                                           

Governmental Regulation                                                         

     As a participant in the health care industry,  the Company's operations are
subject to  extensive  and  increasing  regulation  by a number of  governmental
entities at the federal,  state and local levels. The Company is also subject to
laws and regulations  relating to business  corporations in general. The Company
believes its operations are in material compliance with applicable laws.        

Employees                                                                       

     As of December 31, 2005, the Company employed one (1) 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  our
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

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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.                                              

     The Company has a very limited  operating  history upon which an evaluation
of its future success or failure can be made. In fact, it was only recently that
the Company took steps in a plan to engage in the  acquisition  of  non-invasive
appearance  improvement  and  skin  rejuvenation  procedures,   treatments,  and
products,  and it is too early to determine  whether such acquisitions will lead
to success. At this stage in the Company's  development,  it cannot be predicted
how much financing will be required to accomplish its objectives.               

We will require additional funds for our operations.                            

     At December 31, 2005, we had a working capital  deficiency of approximately
$533,142. We will require significant cash during 2006, in order to implement an
aggressive  marketing  program  for our  potential  skin  care  products  and to
continue making acquisitions. Although we raised gross proceeds of $290,090 from
the sale of our  securities in 2005, we will need  additional  funds in order to
continue  growing our business.  The Company  presently does not have sufficient
revenues and profits  required to implement our business plan. No assurances can
be given that the Company will be able to obtain the  necessary  funding  during
this time to make there  acquisitions  and  expansions.  The  inability to raise
additional funds will have a material adverse affect on the Company's  business,
plan of operation  and  prospects.  Our failure to raise the  necessary  capital
could hurt our  businesses  and could require us to scale down or terminate some
or all of our operations.                                                       

We may not be able to continue to grow through acquisitions.                    

     An important part of our growth strategy is to acquire other  businesses or
obtain the rights to other product lines, which may or may not be related to our
current businesses. Such 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

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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.                                                         

     If we make acquisitions,  we could have difficulty integrating the acquired
companies' personnel and operations with our own. In addition, the key personnel
of the acquired  business  may not be willing to work for us. We cannot  predict
the affect expansion may have on our core business. Regardless of whether we are
successful in making an acquisition,  the negotiations could disrupt our ongoing
business,  distract our management  and employees and increase our expenses.  In
addition to the risks described above,  acquisitions are accompanied by a number
of inherent risks, including, without limitation, the following:                

     *    the  difficulty  of  assimilating   acquired  products,   services  or
operations;                                                 
     *    the potential  disruption of the ongoing businesses and distraction of
our management and the management of acquired companies;    
     *    the difficulty of  incorporating  acquired rights or products into our
existing business;                                          
     *    difficulties  in  disposing  of the  excess or idle  facilities  of an
          acquired   company  or  business  and  expenses  in  maintaining  such
facilities;                                                 
     *    difficulties in maintaining  uniform standards,  controls,  procedures
and policies;                                               
     *    the potential impairment of relationships with employees and customers
as a result of any integration of new management personnel; 
     *    the  potential  inability or failure to achieve  additional  sales and
          enhance our customer base through  cross-marketing  of the products to
new and existing customers;                                 
     *    the effect of any government  regulations which relate to the business
acquired;                                                   
     *    potential unknown  liabilities  associated with acquired businesses or
          product  lines,  or the need to spend  significant  amounts to retool,
          reposition or modify the  marketing and sales of acquired  products or
          the defense of any litigation,  whether of not  successful,  resulting
  from actions of the acquired company prior to our acquisition.

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     Our  business  could be severely  impaired if and to the extent that we are
unable to succeed in addressing any of these risks or other problems encountered
in  connection  with  these  acquisitions,  many of which  cannot  be  presently
identified,  these  risks and  problems  could  disrupt  our  ongoing  business,
distract our  management  and  employees,  increase  our expenses and  adversely
affect our results of operations.                                               

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 our present businesses
and for any planned expansion.  We cannot assure you that we will be able to get
additional financing on any terms, and, if we are able to raise funds, it 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.                               

Because we are dependent on our management,  the loss of key executive  officers
and the  failure  to hire  additional  qualified  key  personnel  could harm our
business.                                                                       

     Our business is largely dependent upon our chief executive  officer,  Randy
Baker.  Our business  may be  adversely  affected if Mr. Baker or any of our key
management  personnel or other key employees left our employ.  We do not have an
employment  agreement  with Mr.  Baker  and there is no  guarantee  that he will
continue with us. Furthermore, we need to hire additional executive, managerial,
marketing and other key employees for our business. We cannot assure you that we
will be successful in engaging and retaining  such  personnel and the failure to
engage  qualified  personnel  will  have a  material  adverse  effect  upon  our
business.                                                                       

The Company's business will be harmed if it is unable to manage growth.         

     The  Company's  business may  experience  periods of rapid growth that will
place  significant   demands  on  its  managerial,   operational  and  financial
resources. In order to manage this possible growth, the Company must continue to
improve  and  expand its  management,  operational  and  financial  systems  and

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controls,  particularly those related to subsidiaries.  The Company will need to
expand,  train and manage its employee base. No assurances can be given that the
Company will be able to timely and effectively meet such demands.  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.                                                           

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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
outstanding  as  of  April  13,  2005.  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 were
not subject to these  requirements  for the fiscal year ended December 31, 2004.
We are evaluating our internal  control systems 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, 2006.                                    

     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,

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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 Concerning our Products                                                   

We may be subject to claims arising from the use of our skin care products.     

     As a company that markets and sells skin care  products,  we may be subject
to claims  relating  to such  concerns  as  allergic  or other  reaction  to the
products and claims as to the efficacy of the products  even if the products are
manufactured by others. We cannot assure you that we will not be subject to such
claims  or  that we will  be  successful  in  defending  any  such  claims.  Any
litigation, regardless of the outcome, would entail significant costs and use of
management time that could impair our ability to generate revenue and profit.   

Because we have no  manufacturing  facilities  we will be  dependent  upon third
party suppliers to manufacture our products.                                    

     We anticipate that all of our skin care products will be  manufactured  for
us by non-affiliated  manufacturers pursuant to purchase orders, and we will not
have any  long-term  agreements  with  any  supplier.  We plan to rely  upon our
suppliers to develop and test their  formulations,  to produce a uniform product
for us in facilities  that comply with  applicable  laws, to implement  adequate
quality control  procedures and to deliver product to us in a timely manner. Our
skin care products  business will be impaired by the failure of our suppliers to
do any of the foregoing.  Further, in the event that we change suppliers, it may
be  necessary  to  change  the  formulations  of one or  more of our  skin  care
products,  and we cannot  assure you that we will have a smooth  transition to a
new supplier or that we will not encounter other serious problems in the quality
or delivery of products resulting from a change in supplier.                    

Our lack of  experience  in the skin care  business  may impair  our  ability to
market and sell our products.                                                   

     The  skin  care  products  are  sold in a  market  which  we have no  prior
experience.  Because of this lack of  experience,  we may not be  successful  in
generating  significant revenue or income from these products.  If we are unable
to  generate  revenue  from these  products,  both our  working  capital and our
ability to operate profitably will be impaired.                                 

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If the average prices that the market will bear decline, then our revenues, cash
flows and earnings would be substantially reduced.                              

     Cosmetic  surgery,  dermatology,  and cosmetic  dentistry are competitively
priced market segments.  Should  competition  force us to lower our prices,  our
revenues,  cash flows and earnings would be impacted accordingly.  Additionally,
because many patients used financing alternatives to pay for their procedures, a
dramatic  increase in interest rates could reduce our number of patients and our
revenues, cash flows and earnings could be negatively impacted.                 

If the number of patients we are able to attract is less than anticipated,  then
our revenues, cash flows and earnings would be substantially reduced.           

     In many instances,  appearance-improving  procedures are luxury  purchases.
Should the economy  suffer a significant  slowdown,  or if  unemployment  should
increase dramatically, our revenues, cash flows and earnings could be negatively
impacted.                                                                       

If  a  significant   number  of  physicians   were  to  demand  an  increase  in
reimbursement,  then our  expenses  would be  increased  and our cash  flows and
earnings would be reduced.                                                      

     If a  significant  number  of  physicians  were to demand  an  increase  in
reimbursement,  then our  expenses  would be  increased  and our cash  flows and
earnings  would be  reduced.  Our  contracted  physicians  have agreed to a rate
structure   below  market  pricing  in  exchange  for  our  marketing,   patient
acquisition,  and  process  coordination.  If the  physicians  demanded  greater
reimbursement,  our  expenses,  cash  flow,  and  earnings  would be  negatively
impacted.                                                                       

The  development  and  implementation  of a  skin  care  products  will  require
significant cash expenditures with no assurance of success.                     

     Our skin  care  products  did not  generate  significant  revenue  from its
products prior to its sale of stock to us. We have not yet developed a marketing
and sales  program for these  products,  and we will need to develop a marketing
program  that will seek both to create  market  awareness  and to place our skin
care  products on the shelves of retail  outlets.  In this  connection we expect
that we will need to hire  experienced  personnel and  establish a  distribution
network that would  deliver our products to the retail  outlets and obtain shelf
space.  The  implementation  of a  marketing  and sales  program  could  involve
significant cash  expenditures.  We cannot assure you that we will be successful
in the development or implementation of a marketing  program,  and if we are not
successful in  implementing  such a plan,  the results of our operations and our
financial position could be impaired.                                           

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We have no patent rights to our products or registered trademark for the Medical
Makeover name.                                                                  

     Although  our  suppliers  may  advise us that they  have  patent  rights or
licenses to those ingredients in certain  formulations which are proprietary and
that the formulations  have been developed either by the manufacturers or by us,
we cannot  assure you that our skin care  products  will not  infringe  upon the
patent or other  proprietary  rights of others.  In the event that a  supplier's
formulation  infringes  upon the rights of a third  party,  the third  party may
include us in any litigation, which may be expensive regardless of whether we or
our  manufacturer  ultimately  prevails.  Further,  we do not have a  registered
trademark for the Medcial Makeover name.                                        

Because our  business  strategy  contemplates  that we may  acquire  products or
rights  to  products  that are sold in  different  markets,  we may be unable to
develop a unified marketing strategy which may impair our ability to grow.      

     In seeking new products or the rights to new products, we may obtain rights
to  products  that are not  related  to each other and which are not sold in the
same  product  market  or  geographic  market  as  products  which  we are  then
marketing.  Since each type of product requires a separate marketing strategy an
marketing organization, we may incur expenses in duplicating marketing and sales
organizations  for totally unrelated  products.  We may not be able to integrate
these operations and to the extent that we duplicate organizations for different
products, our ability both to grow and to operate profitably may be impaired.   

Because of our size, we may have difficulty competing with larger companies that
offer similar products.                                                         

     All of the products that we plan to sell will be sold into markets that are
highly competitive and are dominated by major international companies as well as
numerous  smaller  companies.  Other  companies  not only  have  greater  staff,
resources  and public  recognition  than we have,  but also have the  ability to
offer other services which we either cannot or do not offer.  We may not be able
to compete successfully with such competitors.                                  

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.                           

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"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.              

     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 pay no rent or other
fees for the use of this  executive  office  as this  office  is used  virtually
full-time by other  businesses of friends of a shareholder.  We believe that the

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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  our
business plan.                                                                  

Item 3. Legal Proceedings                                                       

     There are no material legal proceedings to which we (or any of our officers
and directors in their  capacities as such) are a party or to which our property
is subject and no such material  proceedings  are known by our  management to be
contemplated.                                                                   

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, 2005, 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,
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 2003                     High          Low
     -------------------          ------         -----
     First Quarter                   n/a           n/a
     Second Quarter                  n/a           n/a
     Third Quarter                 $1.50         $0.00
     Fourth Quarter                $3.00         $1.50

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   Year 2004                     High          Low
     -------------------          ------         -----
     First Quarter                 $3.00         $0.24
     Second Quarter                $0.67         $0.31
     Third Quarter                 $0.32         $0.10
     Fourth Quarter                $0.33         $0.09

   Year 2005                     High          Low
     -------------------           ------        -----
     First Quarter                 $0.38         $0.14
     Second Quarter                $0.19         $0.09
     Third Quarter                 $0.02         $0.11
     Fourth Quarter                $0.01         $0.09

   Year 2006                     High          Low
     -------------------           ------        -----
     First Quarter                 $0.01         $0.15

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 April 13, 2006, there were approximately one hundred ten
(110) 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, 2004. We have not authorized any such
plan for the fiscal year ended December 31, 2005.                               

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.                                                                     

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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, 2004 AND 2003                                   

Results of operations                                                           

     For the twelve months ended December 31, 2005, we  experienced  significant
development and operating activities, primarily expenses, and had no significant
operations for the twelve months ended December 31, 2005.                       

Net Operating Revenues                                                          

     There was only  minimal  operating  revenue  for the  twelve  months  ended
December 31, 2005, and 2004 respectively.                                       

Operating Expenses and Charges                                                  

     The significant operating expenses for the twelve months ended December 31,
2005  included  $84,861 in general  and  administrative  expenses;  $339,993  in
salaries (paid in common stock) and $126,000 in consulting  fees. For the twelve
months ended  December 31,  2004,  the  significant  expenses  were  $102,914 in
general and  administrative  expenses;  $58,223 in management  fees to a related
party, $104,865 in marketing and advertising and $47,868 in professional fees.  

Liquidity and Capital Resources                                                 

     For the  twelve  months  ended  December  31,  2005,  the  Company  has not
generated  cash  flow  from  operations.  Consequently,  the  Company  has  been
dependent upon third party loans to fund its cash requirements.                 

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     As of December 31, 2005,  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.  Total  liabilities
increased  from  $126,983 to  $533,142.  This  increase is  attributable  to the
$405,000 in short term loans  received by the Company.  As of December 31, 2005,
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 $533,142 and a working capital deficiency of $533,142 at December 31,
2005 and net losses from operations of $566,406 and $354,711,  respectively, for
the years ended December 31, 2005 and 2004. 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 December  1999,  the  Securities  and Exchange  Commission  issued Staff
Accounting Bulletin (SAB) No. 101, "Revenue Recognition in Financial Statements"
summarizing the SEC's views in applying generally accepted accounting principles
to various  revenue  recognition  issues.  Management  believes that its revenue
recognition practices are in conformity with SAB No. 101.                       

     In April 2000 the FASB issued FASB  Interpretation  No. 44 ("FIN No.  44"),
"Accounting  for  Certain   Transactions   Involving  Stock   Compensation:   An
Interpretation of APB No. 25." We have adopted the provisions of FIN No. 44, and
such adoption did not impact our results of operations.                         

     In September  2000, the FASB issued SFAS No. 140  "Accounting for Transfers
and  Servicing  of  Financial  Asset  and  Extinguishment  of  Liabilities",   a
replacement of SFAS No. 125. Management does not expect the standard to have any
effect on our financial position or results of operations.                      

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     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.            

     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).         

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     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.                                                                         

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Item 7. Financial Statements                                                    

 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

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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, 2005,  and the related  statements  of  operations,
stockholders'  equity  (deficit)  and cash flows for the two years in the period
ended December 31, 2005. 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, 2005,  and the results of its operations and its cash
flows for the two years in the period ended  December 31,  2004,  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 17, 2006                                                                  

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                                                        [Enlarge/Download Table]

                     Medical Makeover Corporation of America                                                     
                        (A Development Stage Enterprise)                                                         
                           Consolidated Balance Sheet                                                            
                                  December 31,                                                                   

                                                                              2005                  2004         
                                                                      --------------------- -------------------- 
                                                                                                                 
                                 ASSETS                                                                          
CURRENT ASSETS                                                                                                   
  Cash                                                                $                   0 $              4,377 
 Inventory                                                                                0                    0 
                                                                      --------------------- -------------------- 
          Total current assets                                                            0                4,377 
                                                                      --------------------- -------------------- 
PROPERTY AND EQUIPMENT                                                                                           
  Leasehold improvements                                                                  0                    0 
  Furniture, fixtures and equipment                                                       0               20,671 
  Vehicles                                                                                0                    0 
        Less accumulated depreciation                                                     0               (2,067)
                                                                      --------------------- -------------------- 
          Net property and equipment                                                      0               18,604 
                                                                      --------------------- -------------------- 
OTHER ASSETS                                                                                                     
  Goodwill                                                                                0                    0 
  Deposits and prepaid expenses                                                           0                6,766 
                                                                      --------------------- -------------------- 
                                                                                          0                6,766 
                                                                      --------------------- -------------------- 
Total Assets                                                          $                   0 $             29,747 
                                                                      ===================== ==================== 
                  LIABILITIES AND STOCKHOLDERS' EQUITY                                                           
CURRENT LIABILITIES                                                                                              
  Accounts payable                                                    $              18,869 $             15,868 
  Accrued liabilities                                                                62,592                8,934 
  Short-term loans                                                                  405,000               20,000 
  Stockholder loans and accrued interest                                             46,681               82,181 
                                                                      --------------------- -------------------- 
          Total current liabilities                                                 533,142              126,983 
                                                                      --------------------- -------------------- 
Total Liabilities                                                                   533,142              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;                                             
      51,592,418 and 46,996,913 issued and outstanding                                5,159                4,700 
  Additional paid-in capital                                                        717,603              460,400 
  Deficit accumulated during the development stage                               (1,255,904)            (562,336)
                                                                      --------------------- -------------------- 
          Total stockholders' equity (deficit)                                     (533,142)             (97,236)
                                                                      --------------------- -------------------- 
Total Liabilities and  Stockholders' Equity (Deficit)                 $                   0 $             29,747 
                                                                      ===================== ==================== 

 The accompanying notes are an integral part of the financial statements

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                                                        [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        
                                                                 2005              2004         December 31, 2005   
                                                          ------------------ ----------------- -------------------- 
                                                                                                                    
REVENUES                                                  $            3,803 $           3,600 $             44,413 

COST OF SALES                                                          4,163                 0                4,163 
                                                          ------------------ ----------------- -------------------- 

    GROSS MARGIN                                                        (360)            3,600               40,250 

OPERATING EXPENSES:                                                                                                 
   General and administrative expenses                                84,861           102,914              231,578 
   Salaries                                                          339,993                 0              339,993 
   Marketing and advertising                                           9,288           104,865              114,153 
   Consulting fees                                                   126,003            37,000              164,104 
   Professional fees                                                   4,000            47,868              190,448 
   Interest expense to a related party                                     0                 0               10,526 
   Interest expense                                                      883             2,463                  883 
   Management fees to a related party                                      0            58,223              114,223 
   Depreciation                                                        1,378             1,378                3,445 
                                                          ------------------ ----------------- -------------------- 
          Total expenses                                             566,406           354,711            1,169,353 
                                                          ------------------ ----------------- -------------------- 
Other income (expense)                                                                                              
   Loss on abandonment                                              (130,964)                0             (130,964)
                                                          ------------------ ----------------- -------------------- 
Net income (loss)                                         $         (693,567)$        (351,111)$         (1,255,904)
                                                          ================== ================= ==================== 

Income (loss) per weighted average common share           $            (0.01)$           (0.01)                     
                                                          ================== =================                      

Number of weighted average common shares outstanding              51,592,418        46,996,913                      
                                                          ================== =================                      

 The accompanying notes are an integral part of the financial statements

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                                                        [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)
                                          ------------- ----------- ----------- --------------- -------------- -------------- 
ENDING BALANCE, December 31, 2005            51,592,418 $     5,159 $   717,603 $             0 $   (1,255,904)$     (533,142)
                                          ============= =========== =========== =============== ============== ============== 

 The accompanying notes are an integral part of the financial statements

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                                                        [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        
                                                                     2005          2004       December 31, 2005   
                                                                 ------------- ------------- -------------------- 
                                                                                                                  

CASH FLOWS FROM OPERATING ACTIVITIES:                                                                             
Net loss                                                         $    (693,568)$    (351,111)$         (1,255,904)
Adjustments to reconcile net loss to net cash                                                                     
used by operating activities:                                                                                     
        Stock issued for services                                      257,662        56,690              423,922 
        Depreciation                                                     1,378         1,378                3,445 
Changes in operating assets and liabilities                                                                       
        (Increase) decrease in deposits and prepaid expenses                 0        (6,766)                   0 
        Increase (decrease) in accounts payable                          3,001        31,417               18,869 
        Increase (decrease) in accrued liabilities                      53,658       (89,683)              63,658 
        Increase (decrease) in accrued interest - related party              0             0                    0 
        Increase (decrease) in accrued interest                          3,992         1,863                3,992 
        Increase (decrease) in accrued salaries                              0         8,934                    0 
                                                                 ------------- ------------- -------------------- 

Net cash used by operating activities                                 (373,877)     (347,278)            (742,018)
                                                                 ------------- ------------- -------------------- 

CASH FLOWS FROM INVESTING ACTIVITIES:                                                                             
     Purchase of property and equipment                                      0       (20,671)             (20,671)
                                                                 ------------- ------------- -------------------- 

Net cash used by investing activities                                        0       (20,671)             (20,671)
                                                                 ------------- ------------- -------------------- 

CASH FLOWS FROM FINANCING ACTIVITIES:                                                                             
Proceeds from issuance of common stock                                       0       290,000              315,000 
Proceeds from third party loan                                         405,000             0              405,000 
Payments on third party loans                                                0             0                    0 
Payments on stockholders' loans                                        (35,500)            0              (35,500)
Proceeds from stockholders' loans                                            0        77,855               78,189 
                                                                 ------------- ------------- -------------------- 
Net cash provided by financing activities                              369,500       367,855              762,689 
                                                                 ------------- ------------- -------------------- 

Net increase (decrease) in cash                                         (4,377)          (94)                   0 
                                                                 ------------- ------------- -------------------- 

CASH, beginning of period                                                4,377           162                    0 
                                                                 ------------- ------------- -------------------- 

CASH, end of period                                              $           0 $          68 $                  0 
                                                                 ============= ============= ==================== 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                                                 
Interest paid in cash                                            $         883 $           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

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 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.                                                         

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 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 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 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.                                                                

(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  $1,255,900  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 December 31, 2005 is 100%.                               

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 Medical Makeover Corporation of America
(A Development Stage Enterprise)
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
$1,252,600  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.                                                             

(9) 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.         

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Item  8.  Changes  In and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure.                                       

None                                                                  

Item 8A. CONTROLS AND PROCEDURES.                                               

(a) Disclosure Controls and Procedures:                                         

     As of the end of the  period,  (December  31,  2005),  of this  Report,  we
carried out an evaluation,  under the supervision and with the  participation of
our Chief Executive Officer and Chief Financial  Officer (or persons  performing
similar  functions)  of the  effectiveness  of the design and  operation  of our
disclosure  controls  and  procedures.  Based  on  this  evaluation,  our  Chief
Executive  Officer and Chief Financial  Officer (or persons  performing  similar
functions)  concluded that our disclosure  controls and procedures are effective
in timely alerting them to material  information  required to be included in our
periodic reports that are filed with the Securities and Exchange Commission.  It
should be noted that the design of any system of  controls is based in part upon
certain  assumptions about the likelihood of future events,  and there can be no
assurance  that any design will succeed in achieving  its stated goals under all
potential future conditions,  regardless of how remote. In addition, we reviewed
our  internal  controls,  and there  have  been no  significant  changes  in our
internal  controls or in other  factors  that could  significantly  affect those
controls subsequent to the date of their last valuation.                        

(b) Internal Control Over Financial Reporting:                                  

     There have been no significant  changes in the Company's  internal controls
or in other  factors  since the date of the Chief  Executive  Officer  and Chief
Financial  Officer's (or persons performing  similar functions)  evaluation that
could significantly  affect these internal controls during the period covered by
this  report  or from the end of the  reporting  period to the date of this Form
10-KSB,   including  any   corrective   actions  with  regards  to   significant
deficiencies and material weaknesses.                                           

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.    

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Name                  Age  Position(s) with Company         Since               
---------------       ---  -------------------------------------------------    
Stephen H. Durland     51  Director and                     June 2004 (Director)
                         Acting Chief Financial Officer   October 2004 (CFO)

Randy Baker           49   President,                                           
                       Chief Executive Officer          December 1, 2004

Business Experience                                                             

     Stephen H. Durland is the sole Director and Acting Chief Accounting Officer
of Medical Makeover Corporation of America. Mr Durland has been the president of
Durland & Company,  CPAs, PA, since he founded it in 1991. Durland & Company has
specialized in the audits of micro-cap public  companies since its founding.  In
addition its clients have had  operations  in 18 foreign  countries,  giving the
firm very heavy  international  experience.  Mr.  Durland has been a Director of
Children's Place at Homesafe,  Inc. since 1998. It is a local non-profit serving
the needs of abused and/or  terminally  ill children.  He has been a Director of
Medical  Makeover  Corporation  of America,  an OTC Bulletin Board company since
June 2004.  He has also been a Director of  ExpressAir  Delivery  Systems,  Inc.
since 1999 and Global Eventmakers,  Inc. since 2003. These companies are private
companies  expecting to become publicly traded in 2005. He was a Director of two
other OTC BB listed companies.  He was CFO/Acting CFO for five private companies
and four other OTC BB listed  companies.  These  CFO/Acting  CFO positions  have
primarily  been  interim in nature and term to assist  these  companies  through
periods when they could either not afford or did not need a full-time CFO. Prior
to Durland & Company  he was  responsible  for the  back-office  operations  and
accounting for two companies with investment portfolios of $800 and $900 million
and $36 billion (face amount) of futures and options transactions. Prior to that
he was a Registered  Representative  for two years. Mr. Durland received his BAS
in Accounting from Guilford College in 1982 and has been a CPA in 14 states.  He
has had two professional articles published.                                    

     Randy  Baker,  President  and  Chief  Executive  Officer,  has 27  years of
business   experience   participating  in  strategy   development  and  tactical
implementation  at the senior  level of both public and  private  organizations.
Since 2002, he was the President of Triton Group Holdings, a Florida corporation
that focused on mergers and acquisitions. Triton worked primarily in the medical
field.  Prior to that, from July 1999 to October 2001, Mr. Baker was employed by
Lason Services as the Chief Administrative  Officer and Executive Vice President
of  Business   Integration.   He  has  extensive  experience  in  the  areas  of
Organizational  Effectiveness,  Operations and Human Resources for multi billion
dollar divisions of publicly traded companies.                                  

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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  cash  compensation  of $1,000 per month,  which is
currently  accrued,  for their services as directors or members of committees of
the  board,  but are  reimbursed  for  their  reasonable  expenses  incurred  in
attending board or committee meetings.                                          

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.                               

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.       

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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, 2004,  2003,  2002 and 2001 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 ($)
----------------- ------  --------  -------- ------------ ----------  ------------ -------- ----------
                                                                                                      

Randy Baker       2005     239,595**        $60,000*                                                  
                  2004     4,500*                                                                     
                  2003     0                                                                          
                  2002     0                                                                          

-------------                                                                   
*    Mr.  Baker  received a  consulting  fee in December  2004 payable to Triton
Group, Inc., an entity that he owns 100% of the common stock.         

**   Paid via the  issuance  of  3,993,250  shares of the  Company's  restricted
common stock.                                                         

Compensation of Directors                                                       

     Our standard arrangements for compensating our board of directors for their
attendance at meetings of the Board of Directors is $1,000 per month,  currently
accrued.                                                                        

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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, 2004, 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, 2004,  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)            
-----------------------------------------------------------------------         
Stephen Durland              Common             0                 0%            

Randy Baker                 Common      3,993,250               7.7%            

Gala Enterprises Ltd.(2)   Common      13,198,700              25.6%            
c/o Pieter DuRand                                                               
P.O. Box 19619                                                                  
Noordbrug,                                                                      
Potchefstroom, South Africa 2522                                                
----------------------------------                                              
*     Less than 1%.                                                             

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(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
     April 19, 2005. As of April 19, 2005,  there were 47,499,168  shares of our
common stock issued and outstanding.                                  

(2)  Mr. Pieter DuRand,  our former sole officer and director,  is the principal
     of Gala Enterprises Ltd., a corporation organized in the country of Belize.

Securities Authorized for Issuance Under Equity Compensation Plans              

     The following  table sets forth  information as of December 31, 2005,  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                                                   

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     (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)       

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10.7      Employment Agreement between the Company and Ana Maria Wech.(5)       

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                           

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(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, 2004, we did
not file any reports on Form 8-K.                                               

ITEM 14. PRINCIPLE 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, 2005 and 2004, 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.                                           

     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, 2004 and 2003.            

     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

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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.                                                                    

[Balance of this page intentionally left blank.]

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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.                                                                      

Date: April 17, 2006            Medical Makeover Corporation of America         
                    ----------------------------------------
                      (Registrant)

   By: /s/ Randy Baker
                        ----------------------------------------
            Randy Baker, President and CEO

     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/ Randy Baker                                                                 
--------------------                                                            
Randy Baker           CEO & President                             April 17, 2006

/s/ Stephen Durland                                                             
--------------------                                                            
Stephen Durland       Director & Acting Chief Accounting Officer  April 17, 2006

40

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 10KSB Filing		Date		First		Last			Other Filings
		3/29/99		3		29
		12/31/01		33					10KSB, NT 10-K
		12/31/02		33					10KSB, NT 10-K
		5/6/03		39
		12/31/03		17		38			10KSB
		2/6/04		4		28			3, 8-K
		2/8/04		4		28
		2/10/04		4		28
		2/27/04		3					DEF 14C
		5/3/04		4		28
		6/30/04		15					10QSB, NT 10-Q
		10/1/04		28
		12/1/04		29		31
		12/31/04		2		38			10KSB, 10KSB/A, 5, NT 10-K
		1/21/05		29					8-K
		2/11/05		3
		2/28/05		36					8-K
		3/31/05		29		36			10QSB, 8-K, NT 10-K, NT 10-Q
		4/12/05		36					8-K
		4/13/05		2		10
		4/15/05		33
		4/19/05		35
For The Period Ended		12/31/05		1		38			NT 10-K
		3/31/06		15					10QSB, NT 10-K, NT 10-Q
		4/13/06		16
		4/17/06		2		40
Filed On / Filed As Of		4/18/06
		12/31/06		10					10KSB, NT 10-K
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