Document/Exhibit Description Pages Size
1: 10QSB Quarterly Report -- Small Business 15 74K
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 7K
5: EX-32 Certification per Sarbanes-Oxley Act (Section 906) 1 7K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Form 10-QSB
(Mark one)
[X] Quarterly Report Under Section 13 or 15(d) of The Securities Exchange Act
of 1934
For the quarterly period ended June 30, 2006
[_] Transition Report Under Section 13 or 15(d) of The Securities Exchange Act
of 1934
For the transition period from ______________ to _____________
Commission File Number: 0-11596
MEDICAL MAKEOVER CORPORATION OF AMERICA
--------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Delaware 20-0799349
------------------------ --------------------------
(State of incorporation) (IRS Employer ID Number)
500 Australian Avenue South, Suit 700
West Palm Beach, Florida 33401
--------------------------------------------------------------------------------
(Address of principal executive offices)
Telephone number (561) 651-4146
--------------------------------------------------------------------------------
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes |X| No |_|.
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|.
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
As of June 30, 2006, there were approximately 65,098,218 shares of the Issuer's
common stock, par value $0.0001 per share outstanding.
Transitional Small Business Disclosure Format (Check one): Yes |_| No |X|.
INDEX
PART I. - FINANCIAL INFORMATION
Item 1 Financial Statements (Unaudited)
Item 2 Management's Discussion and Analysis or Plan of Operations
Item 3 Controls and Procedures
Exhibits
PART II. - OTHER INFORMATION
Item 1 Legal Proceedings
Item 2 Changes in securities, use of proceeds and small business issuer of
equity securities
Item 3 Defaults upon senior securities
Item 4 Submission of matters to a vote of security holders
Item 5 Other information
Item 6 Exhibits and reports on Form 8-K
PART I. - FINANCIAL INFORMATION
Item 1 Financial Statements (Unaudited)
INDEX TO FINANCIAL STATEMENTS
Balance Sheet...............................................................F-2
Statements of Operations....................................................F-3
Statement of Stockholders' Equity...........................................F-4
Statements of Cash Flows....................................................F-5
Notes to Financial Statements...............................................F-6
[Enlarge/Download Table]
Medical Makeover Corporation of America
(A Development Stage Enterprise)
Balance Sheet
June 30, 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 $ 49,868 $ 18,869
Accrued liabilities 56,592 62,592
Short-term loans and accrued interest 182,000 405,000
Stockholder loans and accrued interest 46,681 46,681
-------------------- -------------------
Total current liabilities 335,141 533,142
-------------------- -------------------
Total Liabilities 335,141 533,142
-------------------- -------------------
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;
65,098,218 and 51,592,418 issued and outstanding 6,510 5,159
Additional paid-in capital 965,357 717,603
Deficit accumulated during the development stage (1,307,008) (1,255,904)
-------------------- -------------------
Total stockholders' equity (deficit) (335,141) (533,142)
-------------------- -------------------
Total Liabilities and Stockholders' Equity (Deficit) $ 0 $ 0
==================== ===================
The accompanying notes are an integral part of the financial statements
F-2
[Enlarge/Download Table]
Medical Makeover Corporation of America
(A Development Stage Enterprise)
Statements of Operations
Three Months Ended June 30,
(Unaudited)
From
March 29,
1999
Three Months Ended Six Months Ended (Inception)
June 30, June 30, through
------------------------------- -----------------------------
2006 2005 2006 2005 June 30, 2006
---------------- -------------- -------------- -------------- ----------------
REVENUES $ 0 $ 176 $ 0 $ 3,777 $ 44,413
COST OF SALES 0 4,163 0 4,163 4,163
---------------- -------------- -------------- -------------- ----------------
GROSS MARGIN 0 (3,987) 0 (386) 40,250
OPERATING EXPENSES:
General and administrative expenses 17,000 357,604 20,000 430,329 567,571
Marketing and advertising 0 6,750 0 9,288 114,153
Consulting fees 16,500 98,435 16,500 107,935 180,604
Professional fees 5,000 13,700 5,000 15,200 195,448
Interest expense 9,604 883 9,604 883 10,487
Loss on abandonment 0 0 0 0 130,964
Management fees to a related party 0 0 0 8,000 114,223
Depreciation 0 689 0 1,378 3,445
---------------- -------------- -------------- -------------- ----------------
Total expenses 48,104 478,061 51,104 573,013 1,316,895
---------------- -------------- -------------- -------------- ----------------
Net income (loss) $ (48,104)$ (477,885) $ (51,104)$ (569,236) $ (1,272,482)
================ ============== ============== ============== ================
Income (loss) per weighted average
common share $ (0.01) $ (0.01) $ (0.01)$ (0.01)
================ ============== ============== ==============
Number of weighted average common
shares outstanding 58,761,405 52,351,702 55,856,578 51,674,694
================ ============== ============== ==============
The accompanying notes are an integral part of the financial statements
F-3
[Enlarge/Download Table]
Medical Makeover Corporation of America
(A Development Stage Enterprise)
Statements of Stockholders' Equity (Deficit)
Deficit
Accumulated Total
Additional Note During the Stockholders'
Number of Common Paid-In Receivable Development Equity
Shares Stock Capital Stockholder Stage (Deficit)
------------- ------------- ------------- -------------- ------------- --------------
BEGINNING BALANCE, March 29, 1999 0 $ 0 $ 0 $ 0 $ 0 $ 0
Shares issued to founders 1,350,000 135 (135) 0 0 0
Sale of stock for cash 47,400 5 7,895 0 0 7,900
Shares issued for note receivable 102,600 10 17,000 (17,010) 0 0
Net loss 0 0 0 0 (11,839) (11,839)
------------- ------------- ------------- -------------- ------------- --------------
BALANCE, December 31, 1999 1,500,000 150 24,760 (17,010) (11,839) (3,939)
Collection of note receivable 0 0 0 17,010 0 17,010
Shares issued for services 7,500 1 2,499 0 0 2,500
Net loss 0 0 0 0 (31,995) (31,995)
------------- ------------- ------------- -------------- ------------- --------------
BALANCE, December 31, 2000 1,507,500 151 27,259 0 (43,834) (16,424)
Warrants issued to transfer agent 0 0 1,000 0 0 1,000
Net loss 0 0 0 0 (107,990) (107,990)
------------- ------------- ------------- -------------- ------------- --------------
BALANCE, December 31, 2001 1,507,500 151 28,259 0 (151,824) (123,414)
Net loss 0 0 0 0 (28,295) (28,295)
------------- ------------- ------------- -------------- ------------- --------------
BALANCE, December 31, 2002 1,507,500 151 28,259 0 (180,119) (151,709)
Net loss 0 0 0 0 (27,812) (27,812)
------------- ------------- ------------- -------------- ------------- --------------
BALANCE, December 31, 2003 1,507,500 151 28,259 0 (207,931) (179,521)
Common stock issued for cash 22,900,000 2,290 287,800 0 0 290,090
Shares issued for services 9,390,713 939 55,661 0 0 56,600
Shares contributed back to Company (9,301,300) (930) 930 0 0 0
Shares issued for settle debt 22,500,000 2,250 87,750 0 0 90,000
Net loss 0 0 0 0 (354,405) (354,405)
------------- ------------- ------------- -------------- ------------- --------------
BALANCE, December 31, 2004 46,996,913 4,700 460,400 0 (562,336) (97,236)
Shares issued for services 4,595,505 459 257,203 0 0 257,662
Shares issued for acquisitions 1,433,334 143 93,523 0 0 93,666
Shares cancelled for voided acquisitions (1,433,334) (143) (93,523) 0 0 (93,666)
Net loss 0 0 0 0 (693,568) (693,568)
------------- ------------- ------------- -------------- ------------- --------------
BALANCE, December 31, 2005 51,592,418 5,159 717,603 0 (1,255,904) (533,142)
Shares issued for services 300,000 30 16,470 0 0 16,500
Shares issued for settle debt 13,205,800 1,321 231,284 0 0 232,605
Net loss 0 0 0 0 (51,104) (51,104)
------------- ------------- ------------- -------------- ------------- --------------
ENDING BALANCE, June 30, 2006
(unaudited) 65,098,218 $ 6,510 $ 965,357 $ 0 $ (1,307,008)$ (335,141)
============= ============= ============= ============== ============= ==============
The accompanying notes are an integral part of the financial statements
F-4
[Enlarge/Download Table]
Medical Makeover Corporation of America
(A Development Stage Enterprise)
Statements of Cash Flows
(Unaudited)
From
March 29, 1999
(Inception)
through
2006 2005 June 30, 2006
------------------ ------------------ -------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (41,104) $ (84,234)$ (1,258,904)
Adjustments to reconcile net loss to net cash used by
operating activities:
Stock and warrants issued for services 16,500 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 30,604 0 18,868
Increase (decrease) in accrued liabilities (6,000) 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 $ 232,604 $ 0
================== ==================
The accompanying notes are an integral part of the financial statements
F-5
Medical Makeover Corporation of America
(A Development Stage Enterprise)
Notes to Financial Statements
(Information with regard to the six months
ended June 30, 2006 and 2005 is unaudited)
(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
resulted in the issuance of common stock that shared in the earnings of the
Company. Diluted loss per share is computed by dividing the loss available to
common shareholders by the weighted average number of common shares outstanding
for the period and dilutive potential common shares outstanding unless
consideration of such dilutive potential common shares would result in
anti-dilution. There were no common stock equivalents for the periods ended
December 31, 2005 and 2004.
d) Income Taxes: The Company accounts for income taxes according to Statement of
Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes".
Under the liability method specified by SFAS No. 109, deferred income taxes are
recognized for the future tax consequences of temporary differences between the
financial statement carrying amounts and tax bases of assets and liabilities.
F-6
Medical Makeover Corporation of America
(A Development Stage Enterprise)
Notes to Financial Statements
(3) Significant Accounting Policies, continued
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
common stock to its former CEO pursuant to his employment agreement. These
shares were for services valued at $19,600, or $0.22 per share. In September
2004, the Company reached an agreement with its former CFO, whereby he will
return 2,151,300 of his 2,401,300 shares. On October 1, 2004, the Company
reached an agreement with its former CEO, whereby he will return 6,210,000 of
his 6,900,000 shares.
In April 2005, the Company issued 1,433,334 shares of restricted common stock in
conjunction to the cash payments for the purchase of R&I Salon, Inc. and
Aventura Electrolysis and Skin Care Center, Inc. These shares were valued at
$93,666, or approximately $0.065 per share. In the third quarter were voided ab
initio for numerous reasons and the stock was returned to the Company for
cancellation. In June 2005, the Company issued 3,993,250 shares of restricted
common stock to the Company's President for services rendered over the prior six
months, in accordance with his employment agreement. These shares were valued at
$239,595, or $0.06 per share. In the third quarter the Company issued 602,255
shares of restricted common stock in exchange for services valued at $18,068, or
$0.03 per share.
In the second quarter 2006 the Company issued 300,000 shares of restricted
common stock in exchange for consulting services valued at $16,500, or $0.055
per share. In the second quarter 2006 the Company issued 13,205,800 shares of
restricted common stock to settle $228,000 in short-term debt and $4,604 accrued
interest, or $0.02 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
F-7
Medical Makeover Corporation of America
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(5) Income Taxes, continued
utilized to offset approximately $7,000 of annual taxable income as well as any
unrealized appreciation on assets existing at the time of the ownership change.
Deferred tax assets are reduced by a valuation allowance if, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Management's valuation procedures consider
projected utilization of deferred tax assets over the next several years, and
continually evaluate new circumstances surrounding the future realization of
such assets. The difference between income taxes and the amount computed by
applying the federal statutory tax rate to the loss before income taxes is due
to an increase in the deferred tax asset valuation allowance. The valuation
allowance at June 30, 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.
c) Website fees: The Company formerly earned revenues of $200 and $900, and
formerly incurred expenses of $200 and $600 relating to website trafficking fees
to other website companies, related by virtue of common ownership, for the year
ended December 31, 2004 and 2003, respectively.
d) Related party notes payable: In the second quarter 2004, the Company was
loaned $50,000, ($25,000 each), by the Company's two officers. These notes
carried an interest rate of 15%. One matured on December 1, 2004, which terms
were modified on January 21, 2005, to a) $10,000 payment at signing, b) the
execution of a promissory note in the amount $47,750, with an interest rate of
15%, payable monthly for 12 months, c) 6,100,000 shares of the Company are
contributed back to the Company and d) the Company issues 89,413 additional
shares of restricted common stock earned under the original employment
agreement, and the other has been converted to monthly payments over 12 months
beginning in November 2004. Payments amounting to $35,500 were made on these
notes in the first half-year of 2005.
F-8
Medical Makeover Corporation of America
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(7) Going Concern
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company's financial position and
operating results raise substantial doubt about the Company's ability to
continue as a going concern, as reflected by the net loss of approximately
$1,307,000 accumulated from March 29, 1999 (Inception) through June 30, 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.
(8) 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. In the second quarter 2006 the Company issued 13,205,800 shares
of restricted common stock to settle $228,000 in short-term debt and $4,604
accrued interest, or $0.02 per share.
F-9
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations
Forward-looking statements
This Form 10-QB contains statements that are forward-looking statements within
the meaning of the federal securities laws, including statements about our
expectations, beliefs, intentions or strategies for the future. These statements
involve known and unknown risks and uncertainties, including risks resulting
from the environment in which we operate, economic and market conditions,
competitive activities, other business conditions, accounting estimates, and the
risk factors set forth in this Form 10-QSB. These risks, among others, include
those relating to our ability to successfully market and generate patient
volume, the Company's ability to maintain contracts with physicians and other
medical providers at favorable rates, and any lawsuits that may arise in the
course of doing business. Our actual results may differ materially from results
anticipated in our forward-looking statements. We base our forward-looking
statements on information currently available to us, and we have no current
intention to update these statements, whether as a result of changes in
underlying factors, new information, future events or other developments.
FOR THE THREE MONTHS ENDED JUNE 30, 2006 AND 2005
Results of operations
For the quarter ended June 30, 2006, we experienced no significant changes
in our operating activities. Our loss for the quarter, $48,100 was
representative of the result of this inaction. Our loss for the same quarter in
2005 was $478,100, principally expenditures made to develop our then new
business plan, since disposed of.
Net Operating Revenues
We had operating revenue of $0 and $200 for the quarter ended June 31,
2006, and 2005, respectively.
Operating Expenses and Charges
The significant operating expenses for the quarter ended June 30, 2006
included $38,500 in general and administrative expenses. For the quarter ended
June 30, 2005, the significant operating expenses included $357,600 in general
and administrative expenses and consulting fees of $98,400.
Liquidity and Capital Resources
For the quarter ended June 30, 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
June 30, 2005.
At June 30, 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 decreased from
$533,100 to $335,100. This decrease is attributable to the settlement of debt by
issuance of common stock. As of June 30, 2006, the Company had no outstanding
debt other than ordinary trade payables, accrued salaries, stockholder loans and
third party loans.
12
FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005
Results of operations
For the six months ended June 30, 2006, we experienced no significant
changes in our operating activities. Our loss for the period, $51,100 was
representative of the result of this inaction. Our loss for the same period in
2005 was $569,200, principally expenditures made to develop our then new
business plan, since disposed of.
Net Operating Revenues
We had operating revenue of $0 and $3,800 for the six months ended June 31,
2006, and 2005, respectively.
Operating Expenses and Charges
The significant operating expenses for the six months ended June 30, 2006
included $41,500 in general and administrative expenses. For the period ended
June 30, 2005, the significant operating expenses included $430,300 in general
and administrative expenses and consulting fees of $107,900.
Liquidity and Capital Resources
For the six months ended June 30, 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
June 30, 2005.
At June 30, 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 decreased from
$533,100 to $335,100. This decrease is attributable to the settlement of debt by
issuance of common stock. As of June 30, 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.
13
PART II OTHER INFORMATION
Item 1 Legal Proceedings
The Company is a defendant in a civil action styled Glen v.Medical Makeover
Corporation of America, et al, Case Number #200594178H, Currently pending in the
Circuit Court of the Fifteen Judicial Circuit IN And For Palm Beach County,
Florida. The action was filed by a former employee of the Company asserting
claims against the Company resulting from his discharge, and also includes
claims that the Company took certain alleged protected business concepts and
practices from him to and for the benefit of the Company, for all of which he
has been allegedly damaged. The Company and its counsel are currently defending
this action and believe that the claims as made are without merit and are
defensible. The Company intends to vigorously defend these claims.
Item 2 Changes in securities, use of proceeds and small business issuer of
equity securities
In the second quarter 2006 the Company issued 13,205,800 shares of
restricted common stock to settle $228,000 in short-term debt and $4,604 accrued
interest, or $0.02 per share.
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. Description
----------- -----------------------------------------------------------
31.1 * Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
31.2 * Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
32.1 * Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
32.2 * Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
* Filed herewith
(b) Reports on Form 8-K
The following sets forth the Company's reports on Form 8-K that have been
filed during the quarter for which this report is filed:
NONE
14
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
Medical Makeover Corporation of America
By: /s/Doug Martin
-----------------------------------------
Chief Executive Officer,
Date: August 23, 2006
-------------------
* 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 |
|---|
| |  |
| Filed on: | | 8/24/06 |
| | 8/23/06 | | 15 |
| For Period End: | | 6/30/06 | | 1 | | 13 | | | NT 10-Q |
| | 3/31/06 | | 9 | | | | | 10QSB, NT 10-K, NT 10-Q |
| | 12/31/05 | | 4 | | 13 | | | 10KSB, NT 10-K |
| | 6/30/05 | | 8 | | 13 | | | 10QSB, 10QSB/A, NT 10-Q |
| | 3/31/05 | | 9 | | | | | 10QSB, 8-K, NT 10-K, NT 10-Q |
| | 1/21/05 | | 10 | | | | | 8-K |
| | 12/31/04 | | 8 | | 10 | | | 10KSB, 10KSB/A, 5, NT 10-K |
| | 12/1/04 | | 10 |
| | 10/1/04 | | 9 |
| | 5/3/04 | | 9 |
| | 2/10/04 | | 9 |
| | 2/8/04 | | 9 |
| | 2/6/04 | | 9 | | | | | 3, 8-K |
| | 12/31/03 | | 10 | | | | | 10KSB |
| | 3/29/99 | | 5 | | 11 |
| List all Filings |
↑Top
Filing Submission 0001164150-06-000203 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Thu., Apr. 25, 8:17:48.1am ET 