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Medical Makeover Corp of America · 10QSB · For 3/31/06

Filed On 5/22/06, 10:39am ET · Accession Number 1164150-6-134 · SEC File 0-30621

  As Of                Filer                Filing    For/On/As Docs:Size              Issuer               Agent

 5/22/06  Medical Makeover Corp of America  10QSB       3/31/06    5:39K                                    Cvpospisil/FA

Quarterly Report — Small Business — Form 10-QSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10QSB       Quarterly Report -- Small Business                    15     66K 
 2: EX-31       Certification per Sarbanes-Oxley Act (Section 302)     2±     8K 
 3: EX-31       Certification per Sarbanes-Oxley Act (Section 302)     2±     8K 
 4: EX-32       Certification per Sarbanes-Oxley Act (Section 906)     1      7K 
 5: EX-32       Certification per Sarbanes-Oxley Act (Section 906)     1      7K

10QSB — Quarterly Report — Small Business
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Changes in Securities, use of Proceeds and Small Business Issuer of Equity Securities Consolidated Financial Statements Controls and Procedures Defaults Upon Senior Securities Exhibits and Reports on Form 8-K Financial Statements (Unaudited) Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operations Management's Discussion and Analysis or Plan of Operations Other Information Submission of Matters to a Vote of Security Holders
1	1st Page - Filing Submission
2	Item 1. Financial Statements (Unaudited)
"	Item 2. Management's Discussion and Analysis or Plan of Operations
"	Item 3. Controls and Procedures
"	Item 1. Legal Proceedings
"	Item 2. Changes in Securities, use of Proceeds and Small Business Issuer of Equity Securities
"	Item 3. Defaults Upon Senior Securities
"	Item 4. Submission of Matters to a Vote of Security Holders
"	Item 5. Other Information
"	Item 6. Exhibits and Reports on Form 8-K
8	Item 1 -. Consolidated Financial Statements
12	Item 2 -. Management's Discussion and Analysis of Financial Condition and Results of Operations

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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 FORM 10-QSB

 For the Quarter Ended
March 31, 2006

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
SECURITIES EXCHANGE ACT OF 1934 

Commission File Number: 0-11596                                                 

 MEDICAL MAKEOVER CORPORATION OF AMERICA
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

Delaware                                          20-0799349  
--------------------------------------------------------------------------------
(State or other jurisdiction                          (IRS Employer             
  of  incorporation)                                       Identification No.)

500 Australian Ave., Suite 700, West Palm Beach, FL                     33401   
--------------------------------------------------------------------------------
(Address of principal executive offices)                            (Zip Code)  

Registrant's telephone number, including area code: (561) 651-4146              

-------------                                                                   
Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes |X| No |_|.       

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|.                     

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:                                      

   As of March 31, 2006, there were approximately 51,592,418 shares of the
Issuer's common stock, par value $0.0001 per share outstanding.                 

Transitional Small Business Disclosure Format (Check one):  Yes |_| No |X|.     

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INDEX 

 PART I. - FINANCIAL INFORMATION

Item 1   Financial Statements (Unaudited)                                       

Item 2   Management's Discussion and Analysis or Plan of Operations             

Item 3   Controls and Procedures                                                

PART II. - OTHER INFORMATION

Item 1   Legal Proceedings                                                      

Item 2   Changes in Securities, use of  Proceeds  and  Small  Business Issuer of
Equity Securities                                             

Item 3   Defaults Upon Senior Securities                                        

Item 4   Submission of Matters to a Vote of Security Holders                    

Item 5   Other Information                                                      

Item 6   Exhibits and Reports on Form 8-K                                       

Signatures                                                                      

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 PART I. - FINANCIAL INFORMATION

Item 1   Financial Statements (Unaudited)                                       

 INDEX TO FINANCIAL STATEMENTS

Balance Sheet................................................................F-2

Statements of Operations.....................................................F-3

Statement of Stockholders' Equity............................................F-4

Statements of Cash Flows.....................................................F-5

Notes to Financial Statements................................................F-6

 F-1

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                                                        [Enlarge/Download Table]

                     Medical Makeover Corporation of America                                              
                        (A Development Stage Enterprise)                                                  
                                  Balance Sheet                                                           

                                                                       March 31, 2006   December 31, 2005 
                                                                     ----------------- ------------------ 
                                                                        (unaudited)                       
                                                                                                          
                        ASSETS                                                                            
CURRENT ASSETS                                                                                            
  Cash                                                               $               0 $                0 
  Accounts receivable                                                                0                  0 
                                                                     ----------------- ------------------ 

          Total current assets                                                       0                  0 
                                                                     ----------------- ------------------ 

PROPERTY AND EQUIPMENT                                                                                    
  Furniture, fixtures and equipment                                                  0                  0 
        Less accumulated depreciation                                                0                  0 
                                                                     ----------------- ------------------ 

          Net property and equipment                                                 0                  0 
                                                                     ----------------- ------------------ 

OTHER ASSETS                                                                                              
  Deposits and prepaid expenses                                                      0                  0 
                                                                     ----------------- ------------------ 

                                                                                     0                  0 
                                                                     ----------------- ------------------ 

Total Assets                                                         $               0 $                0 
                                                                     ================= ================== 

                        LIABILITIES AND STOCKHOLDERS' EQUITY                                              
CURRENT LIABILITIES                                                                                       
  Accounts payable                                                   $          18,869 $           18,869 
  Accrued liabilities                                                           65,592             62,592 
  Short-term loans                                                             405,000            405,000 
  Stockholder loans and accrued interest                                        46,681             46,681 
                                                                     ----------------- ------------------ 

          Total current liabilities                                            536,142            533,142 
                                                                     ----------------- ------------------ 

Total Liabilities                                                              536,142            533,142 
                                                                     ----------------- ------------------ 

STOCKHOLDERS' EQUITY (DEFICIT)                                                                            
  Preferred stock, $0.0001 par value, authorized 10,000,000 shares;                                       
      0 issued and outstanding                                                       0                  0 
  Common stock, $0.0001 par value, authorized 200,000,000 shares;                                         
      51,592,418 issued and outstanding                                          5,159              5,159 
  Additional paid-in capital                                                   717,603            717,603 
  Deficit accumulated during the development stage                          (1,258,904)        (1,255,904)
                                                                     ----------------- ------------------ 

          Total stockholders' equity (deficit)                                (536,142)          (533,142)
                                                                     ----------------- ------------------ 

Total Liabilities and  Stockholders' Equity (Deficit)                $               0 $                0 
                                                                     ================= ================== 

 The accompanying notes are an integral part of the financial statements

 F-2

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                                                        [Enlarge/Download Table]

                     Medical Makeover Corporation of America                                                      
                        (A Development Stage Enterprise)                                                          
                            Statements of Operations                                                              
                          Three Months Ended March 31,                                                            
                                   (Unaudited)                                                                    

                                                                                                        From      
                                                                                                   March 29, 1999 
                                                                                                    (Inception)   
                                                                                                      through     
                                                                    2006             2005          March 31, 2006 
                                                              ----------------- --------------- ----------------- 
                                                                                                                  

REVENUES                                                      $               0 $         3,601 $          44,413 
                                                              ----------------- --------------- ----------------- 

OPERATING EXPENSES:                                                                                               
   General and administrative expenses                                    3,000          72,725           574,571 
   Marketing and advertising                                                  0           2,538           114,153 
   Consulting fees                                                            0           9,500           164,104 
   Professional fees                                                          0           1,500           190,448 
   Interest to a related party                                                0               0            10,526 
   Interest expense                                                           0             883               883 
   Management fees to a related party                                         0               0           114,223 
   Loss on abandonment                                                        0               0           130,964 
   Depreciation                                                               0             689             3,445 
                                                              ----------------- --------------- ----------------- 

          Total expenses                                                  3,000          87,835         1,303,317 
                                                              ----------------- --------------- ----------------- 

Net income (loss)                                             $          (3,000)$       (84,234)$      (1,258,904)
                                                              ================= =============== ================= 

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

 F-3

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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) 
                                         ------------- ----------- ------------ -------------  -------------- ---------------  
BALANCE, December 31, 2005                  51,592,418       5,159      717,603             0      (1,255,904)       (533,142) 
Net loss                                             0           0            0             0          (3,000)         (3,000) 
                                         ------------- ----------- ------------ -------------  -------------- ---------------  
ENDING BALANCE, March 31, 2006                                                                                                 
(unaudited)                                 51,592,418 $     5,159 $    717,603 $           0  $   (1,258,904)$      (536,142) 
                                         ============= =========== ============ =============  ============== ===============  

 The accompanying notes are an integral part of the financial statements

 F-4

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                                                        [Enlarge/Download Table]

                     Medical Makeover Corporation of America                                                       
                        (A Development Stage Enterprise)                                                           
                            Statements of Cash Flows                                                               
                                   (Unaudited)                                                                     

                                                                                                       From        
                                                                                                   March 29, 1999  
                                                                                                    (Inception)    
                                                                                                      through      
                                                                       2006             2005       March 31, 2006  
                                                                 ---------------  --------------- ---------------- 
                                                                                                                   
CASH FLOWS FROM OPERATING ACTIVITIES:                                                                              
Net loss                                                         $        (3,000) $       (84,234)$     (1,258,904)
Adjustments to reconcile net loss to net cash used by                                                              
operating activities:                                                                                              
        Stock and warrants issued for services                                 0                0          436,989 
        Depreciation                                                           0              689            3,445 
Changes in operating assets and liabilities                                                                        
        (Increase) decrease in accounts receivable                             0                0                0 
        (Increase) decrease in deposits and prepaid expenses                   0                0                0 
        Increase (decrease) in accounts payable                                0                0           18,868 
        Increase (decrease) in accrued liabilities                         3,000                0           65,592 
        Increase (decrease) in accrued interest  -related party                0                0                0 
        Increase (decrease) in accrued interest                                0              882            3,992 
        Increase (decrease) in accrued salaries                                0                0                0 
                                                                 ---------------  --------------- ---------------- 

Net cash used by operating activities                                          0          (82,663)        (730,018)
                                                                 ---------------  --------------- ---------------- 

CASH FLOWS FROM INVESTING ACTIVITIES:                                                                              
     Investment in unconsolidated subsidiary                                   0          (12,000)         (12,000)
     Purchase of property and equipment                                        0                0          (20,671)
                                                                 ---------------  --------------- ---------------- 

Net cash used by investing activities                                          0          (12,000)         (32,671)
                                                                 ---------------  --------------- ---------------- 

CASH FLOWS FROM FINANCING ACTIVITIES:                                                                              
Proceeds from issuance of common stock                                         0                0          315,000 
Proceeds from third party loan                                                 0          115,000          405,000 
Payments on stockholders' loans                                                0          (24,446)         (35,500)
Proceeds from stockholders' loans                                              0                0           78,189 
                                                                 ---------------  --------------- ---------------- 

Net cash provided by financing activities                                      0           90,554          762,689 
                                                                 ---------------  --------------- ---------------- 

Net increase (decrease) in cash                                                0           (4,109)               0 
                                                                 ---------------  --------------- ---------------- 

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

CASH, end of period                                              $             0  $           268 $              0 
                                                                 ===============  =============== ================ 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                                                  
Non-Cash Financing Activities:                                                                                     
  144 common stock issued to retire debt                         $             0  $             0                  
                                                                 ===============  ===============                  

 The accompanying notes are an integral part of the financial statements

 F-5

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 Medical Makeover Corporation of America
(A Development Stage Enterprise)
 Notes to Financial Statements
(Information with regard to the three months ended
 March 31, 2006 and 2005 is unaudited)

Item 1 - Consolidated Financial Statements                                      

(1)  Nature of Business                                                         

Medical  Makeover  Corporation of America (f/k/a Cactus New Media I, Inc.) ("the
Company")  was  incorporated  on March 29, 1999,  under the laws of the State of
Delaware.  The Company's business activities to date have primarily consisted of
the formation of a business plan for internet link exchanges in connection  with
internet banner advertising and implementation  thereof.  The Company originally
intended  to become  active  in  internet  entertainment  services  through  the
registration of internet domains with InterNIC, and engage in the development of
proprietary  software  and  services  designed  to support  and  facilitate  its
internet services. In February 2004, subsequent to a change of control (see note
4), management  decided to enter the medical  makeover/anti-aging  industry.  In
March 2004,  the Company  changed its name to Medical  Makeover  Corporation  of
America and decided to form a Florida subsidiary  corporation also named Medical
Makeover  Corporation  of America to transact  the  medical  makeover/anti-aging
business in the State of Florida.                                               

(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

 F-6

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 Medical Makeover Corporation of America
(A Development Stage Enterprise)
 Notes to Financial Statements

(3)  Significant Accounting Policies, continued                                 

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.                                                         

     e) Interim financial  information:  The financial  statements for the three
months ended March 31, 2006 and 2005, are unaudited and include all  adjustments
which in the opinion of management are necessary for fair presentation, and such
adjustments  are of a normal and  recurring  nature.  The  results for the three
months are not indicative of a full year results.                               

(4)  Stockholders' Equity (Deficit)                                             

The Company has the authority to issue 10,000,000 shares of preferred stock, par
value  $0.0001  per  share,  which  may be  divided  into  series  and  with the
preferences,  limitations  and  relative  rights  determined  by  the  Board  of
Directors.  At March 31,  2006,  no  preferred  stock  shares  were  issued  and
outstanding.   In  October  2003,  the  Company   amended  its   certificate  of
organization to increase the authorized shares of common stock to 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

 F-7

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 Medical Makeover Corporation of America
(A Development Stage Enterprise)
 Notes to Financial Statements

(4)  Stockholders' Equity (Deficit), continued                                  

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 $1,258,900 expiring in various years from 2019 through
2026.  Due to the change in  ownership  in  February  2004,  the prior years net
operating loss  carry-forwards  are subject to substantial  restrictions and may
only be utilized to offset approximately $7,000 of annual taxable income as well
as any unrealized  appreciation  on assets existing at the time of the ownership
change.  Deferred  tax assets are  reduced by a valuation  allowance  if, in the
opinion of  management,  it is more likely than not that some  portion or all of
the deferred tax assets will not be realized.  Management's valuation procedures
consider  projected  utilization  of deferred  tax assets over the next  several
years,  and  continually  evaluate  new  circumstances  surrounding  the  future
realization of such assets.  The difference  between income taxes and the amount
computed by applying the federal  statutory  tax rate to the loss before  income
taxes is due to an increase in the deferred tax asset valuation  allowance.  The
valuation allowance at March 31, 2006 is 100%.                                  

(6)  Related Parties                                                            

     a) Office lease:  The Company  formerly  leased its office  facility from a
company  related by virtue of common  ownership.  Total rent  expense to related
parties  amounted to $0 and $120 for the year ended  December 31, 2004 and 2003,
respectively.                                                                   

     b) Management Fees: The Company formerly  contracted an affiliate,  related
by virtue of common ownership,  for management and consulting services amounting
to  $3,407  and  $9,000  for  the  year  ended   December  31,  2004  and  2003,
respectively. In addition, the Company incurred interest expense amounting to $0
and $900 for the year ended December 31, 2004 and 2003, respectively,  for those
services. In the year ended December 31, 2004, $0 and $53,000 in management fees
were paid to the Company's two officers prior to their entering into  employment
contracts.                                                                      

 F-8

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 Medical Makeover Corporation of America
(A Development Stage Enterprise)
 Notes to Financial Statements

(6)  Related Parties, (continued)                                               

     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
$1,258,900  accumulated from March 29, 1999 (Inception)  through March 31, 2006.
The  ability of the Company to continue  as a going  concern is  dependent  upon
commencing  operations,  developing sales and obtaining  additional  capital and
debt financing.  The financial  statements do not include any  adjustments  that
might be necessary if the Company is unable to continue as a going concern.  The
Company is  currently  seeking  additional  capital  to allow it to restart  its
planned  operations,  and in May 2004, the Company sold 400,000 shares of common
stock for $200,000.                                                             

(9)  Short-term convertible debt                                                

In December 2004, the Company received $20,000 and $115,000 in the first quarter
2005, in cash as a short-term  loan. This loan matures in six months and carries
a 10% interest rate. In June 2005, 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 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations                                                 

Forward-looking statements                                                      

     This Form 10-QB contains  statements  that are  forward-looking  statements
within the meaning of the federal  securities laws,  including  statements about
our  expectations,  beliefs,  intentions  or  strategies  for the future.  These
statements  involve known and unknown risks and  uncertainties,  including risks
resulting  from the  environment  in  which  we  operate,  economic  and  market
conditions,   competitive  activities,  other  business  conditions,  accounting
estimates,  and the risk  factors set forth in this Form  10-QSB.  These  risks,
among others,  include those relating to our ability to successfully  market and
generate  patient  volume,  the  Company's  ability to maintain  contracts  with
physicians and other medical providers at favorable rates, and any lawsuits that
may  arise in the  course of doing  business.  Our  actual  results  may  differ
materially from results anticipated in our forward-looking  statements.  We base
our forward-looking  statements on information currently available to us, and we
have no current  intention  to update these  statements,  whether as a result of
changes  in  underlying  factors,  new  information,   future  events  or  other
developments.                                                                   

FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005                              

Results of operations                                                           

     For the quarter ended March 31, 2006, we experienced no significant changes
in our operating activities. Our loss for the quarter, $3,000 was representative
of the  result  of this  inaction.  Our loss for the  same  quarter  in 2005 was
$84,200,  principally  expenditures  made to develop our then new business plan,
since disposed of.                                                              

Net Operating Revenues                                                          

     We had  operating  revenue of $0 and $3,600 for the quarter ended March 31,
2006, and 2005, respectively.                                                   

Operating Expenses and Charges                                                  

     The  significant  operating  expenses for the quarter  ended March 31, 2006
included $3,000 in general and  administrative  expenses.  For the quarter ended
March 31, 2005, the significant  operating  expenses included $72,700 in general
and administrative expenses and consulting fees of $9,500.                      

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Liquidity and Capital Resources                                                 

     For the quarter  ended March 31, 2006,  the Company  generated no cash flow
from operations.  Consequently,  the Company has been dependent upon its lenders
to fund its cash requirements.  The same situation existed for the Quarter ended
March 31, 2005.                                                                 

     At March 31, 2006, the Company had a cash of $0. The Company's total assets
did not change from $0 as of December 31, 2005. Total liabilities increased from
$533,100 to $536,100.  This increase is attributable to the accrual of expenses.
As of March 31, 2006,  the Company had no  outstanding  debt other than ordinary
trade payables, accrued salaries, stockholder loans and third party loans.      

Business Plan and Strategy                                                      

     The Company is  currently  evaluating  several  options  that is has become
aware are available to it.                                                      

Item 3 - Controls and Procedures                                                

     Our management,  which includes our Chief Executive Officer, have conducted
an evaluation of the effectiveness of our disclosure controls and procedures (as
defined in Rule 13a-14(c)  promulgated  under the Securities and Exchange Act of
1934,  as  amended)  as of a date (the  "Evaluation  Date") as of the end of the
period covered by this report.  Based upon that  evaluation,  our management has
concluded that our  disclosure  controls and procedures are effective for timely
gathering,  analyzing and disclosing the information we are required to disclose
in our reports  filed under the  Securities  Exchange  Act of 1934,  as amended.
There have been no significant changes made in our internal controls or in other
factors that could significantly  affect our internal controls subsequent to the
end of the period covered by this report based on such evaluation.              

PART II- OTHER INFORMATION

Item 1  Legal Proceedings                                                       

There are no pending or anticipated legal proceedings                 

Item 2   Changes in Securities, use of  Proceeds  and  Small  Business Issuer of
Equity Securities                                             

None                                                                  

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Item 3   Defaults Upon Senior Securities                                        

None                                                                  

Item 4   Submission of Matters to a Vote of Security Holders                    

None                                                                  

Item 5   Other information                                                      

None                                                                  

Item 6. Exhibits and Reports on Form 8-K                                        

     (a) The exhibits  required to be filed  herewith by Item 601 of  Regulation
S-B, as described in the following index of exhibits, are incorporated herein by
reference, as follows:                                                          

Exhibit no.       Descriptions                                                  
---------         -----------------------                                       

31.1      Certification  of the  Acting  Chief  Executive  Officer, pursuant  to
Section 302 of Sarbanes-Oxley Act of 2002                   

31.2      Certification  of the  Acting  Chief  Financial  Officer,  pursuant to
Section 302 of Sarbanes-Oxley Act of 2002                   

32.1      Certification Acting Chief Executive Officer,  pursuant to Section 906
of Sarbanes-Oxley Act of 2002                               

32.1      Certification Acting Chief Financial Officer,  pursuant to Section 906
of Sarbanes-Oxley Act of 2002                               
-------------------                                                             
*    Filed herewith.                                                            

     (b) Reports on Form 8-K. The following sets forth the Company's  reports on
Form 8-K that have been filed during the quarter for which this report is filed:

NONE                                                                  

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 SIGNATURE

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.                        

Medical Makeover Corporation of America 

May 21, 2006        By:    /s/ Stephen H. Durland                     
          --------------------------
  Stephen H. Durland
               Acting Chief Executive Officer,
and Director    

-------------------                                                             
*    Stephen H.  Durland has signed both on behalf of the  registrant  as a duly
     authorized  acting  officer  and  as  the  Registrant's   acting  principal
accounting officer.                                                   

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This 10QSB Filing	Date	First	Last	Other Filings

	3/29/99	5	11
	12/31/03	10	11	10KSB
	2/6/04	9		3, 8-K
	2/8/04	9
	2/10/04	9
	5/3/04	9
	10/1/04	10
	12/1/04	11
	12/31/04	9	11	10KSB, 10KSB/A, 5, NT 10-K
	1/21/05	11		8-K
	3/31/05	8	13	10QSB, 8-K, NT 10-K, NT 10-Q
	12/31/05	4	13	10KSB, NT 10-K
For The Period Ended	3/31/06	1	13	NT 10-K, NT 10-Q
	5/21/06	15
Filed On / Filed As Of	5/22/06

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Medical Makeover Corp of America · 10QSB · For 3/31/06

Filed On 5/22/06, 10:39am ET · Accession Number 1164150-6-134 · SEC File 0-30621

﻿Quarterly Report — Small Business — Form 10-QSBFiling Table of Contents

﻿10QSB — Quarterly Report — Small BusinessDocument Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Quarterly Report — Small Business — Form 10-QSB
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10QSB — Quarterly Report — Small Business
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