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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

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  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
 
11st Page   -   Filing Submission
2Item 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
8Item 1 -. Consolidated Financial Statements
12Item 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. F-9
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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. 12
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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 13
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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 14
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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. 15

Dates Referenced Herein   and   Documents Incorporated By Reference

Referenced-On Page
This 10QSB Filing   Date First   Last      Other Filings
3/29/99511
12/31/03101110KSB
2/6/0493, 8-K
2/8/049
2/10/049
5/3/049
10/1/0410
12/1/0411
12/31/0491110KSB, 10KSB/A, 5, NT 10-K
1/21/05118-K
3/31/0581310QSB, 8-K, NT 10-K, NT 10-Q
12/31/0541310KSB, NT 10-K
For The Period Ended3/31/06113NT 10-K, NT 10-Q
5/21/0615
Filed On / Filed As Of5/22/06
 
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Filing Submission 0001164150-06-000134   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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