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EX-32.1 - CERTIFICATION CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF SARBANES-OXLEY ACT OF 2002 - MEDICAL MAKEOVER CORP OF AMERICAf10q0910ex32i_medmake.htm
EX-32.2 - CERTIFICATION ACTING CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF SARBANES - OXLEY ACT OF 2002 - MEDICAL MAKEOVER CORP OF AMERICAf10q0910ex32ii_medmake.htm
EX-31.2 - CERTIFICATION OF THE ACTING CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT OF 2002 - MEDICAL MAKEOVER CORP OF AMERICAf10q0910ex31ii_medmake.htm
EX-31.1 - CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT OF 2002 - MEDICAL MAKEOVER CORP OF AMERICAf10q0910ex31i_medmake.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
Form 10-Q

(Mark one)

x
Quarterly  Report Under Section 13 or 15(d) of The Securities  Exchange Act of 1934

For the quarterly period ended September 30, 2010

o
Transition Report Under Section 13 or 15(d) of The Securities  Exchange Act of 1934
 
For the transition period from ______________ to _____________
 
Commission file number 000-26703

MEDICAL MAKEOVER CORPORATION OF AMERICA

(Exact name of registrant as specified in its charter)
 
 Delaware         000-11596     65-0907798
 (State or other jurisdiction of incorporation)           (Commission file number)        (IRS Employer Identification No.)
 
                                                                               
2101 Vista Parkway, Suite 292
West Palm Beach FL 33411
-----------------------------------------------------------
(Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code: (561) 228-6148

N/A
-------------------------------------------------------------
(Former name or former address, if changes since last report)

Indicate by check mark whether the issuer (1) has filed all reports  required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 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 o.

Indicate by check mark whether the registrant is an accelerated filer, a non-accelerated filer, or a smaller reporting company.
 
Large accelerated filer o
Accelerated filer o
 
Non-accelerated filer o
Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
x Yes
o No
 
 
 
 

 

 
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 October 27, 2010,  there were  approximately 128,686,400  shares of the Issuer's common stock, par value $0.0001 per share outstanding.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this quarterly report on Form 10-Q contain or may contain forward-looking  statements that are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.  These forward-looking statements were based on various factors and were derived utilizing  numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to,  economic, political and market conditions and fluctuations, government and industry regulation,  interest rate risk, U.S. and global competition, and other factors including the risk factors set forth in our Form 10-K. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place  undue reliance on these forward-looking statements, which speak only as of the date of this  report. Readers should carefully review this quarterly report in its entirety, including but not limited to our financial statements and the notes thereto. Except for our ongoing  obligations to  disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated  events. For any forward-looking statements contained in any document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.




 
 

 

INDEX
     
PART I. - FINANCIAL INFORMATION
     
Item 1.
Financial Statements
  1
     
Item 2
Management's Discussion and Analysis or Plan of Operations
  8
     
Item 3
Quantitative and Qualitative Disclosures About Market Risk
  11
     
Item 4T.
Controls and Procedures
  11
     
PART II. - OTHER INFORMATION
     
Item 1
Legal Proceedings
  12
     
Item 1A.
Risk Factors
  12
     
Item 2
Unregistered Sales of Equity Securities and Use of Proceeds
  12
     
Item 3
Defaults Upon Senior Securities
  12
     
Item 4
Submission of Matters to a Vote of Security Holders
  12
     
Item 5
Other Information
  12
     
Item 6
Exhibits
  12
     
SIGNATURES
  13
     
EXHIBITS
   

 
 

 

PART I. - FINANCIAL INFORMATION
Item 1. Financial Statements

INDEX TO FINANCIAL STATEMENTS
 
Balance Sheet
   2
     
Statements of Operations
   3
     
Statements of Stockholders’ Equity
   4
     
Statements of Cash Flows
   5
     
Notes to Financial Statement 
   6
 
 
 
1

 

Medical Makeover Corporation of America
(a development stage enterprise)
Balance Sheet

   
September 30, 2010
   
December 31, 2009
 
   
(Unaudited)
       
ASSETS
           
CURRENT ASSETS
           
  Cash
  $ 0     $ 1,764  
 Prepaid expenses
    0       3,750  
                 
          Total current assets
    0       5,514  
                 
OTHER ASSETS
               
   Mining claim interest
    0       0  
                 
          Total other assets
    0       0  
                 
Total Assets
  $ 0     $ 5,514  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
CURRENT LIABILITIES
               
 
               
     Accounts payable and accrued liabilities
  $ 237,597     $ 237,597  
     Bank overdraft
    3,602       0  
     Stockholder loans and accrued interest
    20,459       20,459  
     Line of credit - third party and accrued interest
    43,829       29,875  
     Note payable
    139,819       132,616  
                 
          Total current liabilities
    445,306       420,547  
                 
Total Liabilities
    445,306       420,547  
                 
STOCKHOLDERS’ EQUITY
               
  Preferred stock, $0.0001 par value, 10,000,000 shares authorized,
       0 issued and outstanding
    0       0  
  Common stock, $0.0001 par value, authorized 200,000,000 shares;
      128,685,400 issued and outstanding
    12,868       12,868  
  Additional paid-in capital
    1,072,554       1,072,554  
  Deficit accumulated during the development stage
    (1,530,728 )     (1,500,455 )
                 
          Total stockholders’ equity
    (445,306 )     (415,033 )
                 
Total Liabilities and  Stockholders’ Equity
  $ 0     $ 5,514  

 
 
2

 

Medical Makeover Corporation of America
(a development stage enterprise)
Statements of Operations
Nine Months Ended September 30,
(unaudited)

   
 
Three Months
Ended September 30,
   
 
Nine Months
Ended September 30,
   
From March 29, 1999 (Inception) to Sept 30,
 
   
2010
   
2009
   
2010
   
2009
   
2010
 
REVENUES
  $ 0     $ 0     $ 0     $ 0     $ 44,413  
                                         
OPERATING EXPENSES
                                       
   General and administrative
    2,224       2,095       7,117       1,483       1,235,071  
   Professional fees
    7,250       1,500       13,250       14,750       281,698  
                                         
          Net operating loss
    9,474       3,595       20,367       16,233       1,516,769  
                                         
   Interest expense
    3,420       2,695       9,905       8,068       58,372  
                                         
Net loss
  $ (12,894 )   $ (6,290 )   $ (30,272 )   $ (24,301 )   $ (1,530,728 )
                                         
Basic net loss per share
  $ (0.00 )   $ (0.00 )   $ (0.00 )   $ (0.01 )        
                                         
Weighted average shares outstanding
    128,685,400       114,491,043       128,685,400       113,013,085          


 
3

 
Medical Makeover Corporation of America
(a development stage enterprise)
 Statement of Stockholders’ Equity (Deficit)
 
   
 
Number of
Shares
   
 
Common
Stock
   
 
Additional
Paid-in Capital
   
Deficit
Accumulated
During the
Development
Stage
   
 
Total
Stockholders’
Equity
 
BEGINNING BALANCE, January 1, 2005
    46,996,913     $ 4,700     $ 463,168     $ (562,336 )   $ (94,468 )
Shares issued for services
    4,595,505       459       257,203       0       257,662  
Net loss
    0       0       0       (693,568 )     (693,568 )
                                         
BALANCE, December 31, 2005
    51,592,418       5,159       720,371       (1,255,904 )     (530,374 )
Shares issued for services
    300,000       30       16,470       0       16,500  
Shares issued to settle debt and  interest expense
    13,205,800       1,321       231,284       0       232,605  
Net loss
    0       0       0       (69,104 )     (69,104 )
                                         
BALANCE, December 31, 2006
    65,098,218       6,510       968,125       (1,325,008 )     (350,373 )
Shares issued to settle debt and  interest expense
    12,294,411       1,229       31,581       0       32,810  
Net loss
    0       0       0       (78,730 )     (78,730 )
                                         
BALANCE, December 31, 2007
    77,392,629       7,739       999,706       (1,399,027 )     (391,582 )
Shares issued to settle debt and  interest expense
    34,869,229       3,487       53,664       0       57,151  
Net loss
    0       0       0       (66,563 )     (66,563 )
BALANCE, December 31, 2008
    112,261,858       11,226       1,053,370       (1,465,590 )     (400,994 )
Shares issued to settle debt and  interest expense
    16,424,542       1,642       19,184       0       20,826  
Net loss
    0       0       0       (34,865 )     (34,865 )
ENDING BALANCE, December 31, 2009
    128,686,400       12,868       1,072,554       (1,500,455 )     (415,033 )
Net loss
    0       0       0       (30,273 )     (30,273 )
ENDING BALANCE, September 30, 2010 (unaudited)
    128,686,400     $ 12,868     $ 1,072,554     $ (1,530,728 )   $ (445,306 )

 
 
4

 
Medical Makeover Corporation of America
(a development stage enterprise)
Statements of Cash Flows
Nine Months Ended September 30,
(Unaudited)
   
 
2010
   
 
2009
   
From March 29, 1999 (Inception) to
September 30, 2010
 
CASH FLOWS FROM OPERATING ACTIVITIES:
                 
Net loss
  $ (30,271 )   $ (26,396 )   $ (1,530,727 )
Adjustments to reconcile net loss to net cash used by operating activities:
                       
        Stock issued for services
    0       0       440,422  
        Depreciation
    0       0       3,445  
Changes in operating assets and liabilities
                       
        (Increase) decrease in prepaid expenses
    3,750       0       0  
        Increase (decrease) in accounts payable & acc’d expenses
    0       0       237,597  
        Increase (decrease) in accrued interest expense
    9,905       8,068       48,910  
                         
Net cash provided (used) by operating activities
    (16,616 )     (18,328 )     (800,353 )
                         
CASH FLOWS FROM INVESTING ACTIVITIES:
                       
 Purchase of fixed assets
    0       0       (20,671 )
                         
Net cash provided (used) by investing activities
    0       0       (20,671 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES:
                       
Proceeds from issuance of common stock for cash
    0       0       315,000  
Proceeds from bank overdraft
    3,602       0       3,602  
Proceeds from stockholder loan payable
    0       0       78,189  
Payments on stockholder loans
    0       0       (35,500 )
Proceeds from third party notes payable
    11,250       19,733       459,733  
                         
Net cash provided by financing activities
    14,852       19,733       821,024  
                         
Net increase (decrease) in cash
    (1,764 )     1,405       0  
                         
CASH, beginning of period
    1,764       0       0  
                         
CASH, end of period
  $ 0     $ 1,405     $ 0  
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
                       
Non-Cash Financing Activities:
                       
   Common stock issued for reduction in notes payable and accrued interest
  $ 0     $ 12,071          
 
The accompanying notes are an integral part of the financial statements
 
 
5

 
 
Medical Makeover Corporation of America
(a development stage enterprise)
NOTES TO FINANCIAL STATEMENTS
(Information with regard to the nine months ended September 30, 2010 and 2009 is unaudited)

Note 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 
(a) The Company  Medical Makeover Corporation of America is a Delaware chartered development stage corporation which conducts business from its headquarters in West Palm Beach, Florida. It was formed on March 29, 1999.

            The following summarize the more significant accounting and reporting policies and practices of the Company:

 
(b) Use of estimates  The financial statements have been prepared in conformity with generally accepted accounting principles.  In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition and revenues and expenses for the year then ended.  Actual results may differ significantly from those estimates.

 
(c) Start-up costs  Costs of start-up activities, including organization costs, are expensed as incurred, in accordance with Statement of Position (SOP) 98-5.
 
 
(d) Stock compensation for services rendered The Company may issue shares of common stock in exchange for services rendered.  The costs of the services are valued according to generally accepted accounting principles and have been charged to operations.

 
(e) Net income (loss) per share Basic loss per share is computed by dividing the net income (loss) by the weighted average number of common shares outstanding during the period.
 
 
(f) Property and equipment All property and equipment are recorded at cost and depreciated over their estimated useful lives, using the straight-line method.  Upon sale or retirement, the cost and related accumulated depreciation are eliminated from their respective accounts, and the resulting gain or loss is  included in the results of operations.  Repairs and maintenance charges, which do not increase the useful lives of the assets, are charged to operations as incurred.

 
(g) Interim financial information The financial statements for the nine months ended September 30, 2010 and 2009 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 nine months are not indicative of a full year results.

NOTE 2 - GOING CONCERN
 
 
6

 

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 $1,530,728 accumulated through September 30, 2010.  The ability of the Company to continue as a going concern is dependent upon commencing operations, developing sales and obtaining additional capital and 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 begin its planned operations

NOTE 3 - NOTES PAYABLE

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 8% interest  rate. In June 2005, the Company  received a $250,000  convertible loan from a third party. This loan matures in six months and is in default,  and carries a 8% interest rate.

Medical Makeover Corporation of America
(a development stage enterprise)
NOTES TO FINANCIAL STATEMENTS

NOTE 4 - LINE OF CREDIT PAYABLE

In December 2009, effective in January 2009, the Company entered into a convertible line of credit with a third-party lender. This line of credit matures on December 31, 2010, with a principal maximum draw of $100,000 and carries a 10% interest rate and is convertible into common stock of the Company at a rate to be negotiated between the Company and the lender, but is expected to be pari passu with the long term debt remaining on the Company’s books. In 2010 the Company drew $11,250 on this line and has accrued $4,096 in interest payable. The total drawn to date is $39,733.

NOTE 4 – CASH AND CASH EQUIVALENTS

For purposes of the statement of cash flows, the Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents

NOTE 5 – USE OF ESTIMATES

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition and revenues and expenses for the year then ended. Actual results may differ significantly from those estimates.

NOTE 6 - NON-CASH TRANSACTIONS

In the second quarter of 2008, the Company issued 7,516,269 shares of common stock to settle $14,000 of convertible debt and $3,304 of accrued interest thereon. In the third quarter of 2009, the Company issued 10,951,667 shares of common stock to settle $9,000 of convertible debt and $3,071 of accrued interest thereon.

 
7

 

Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations

The following  discussion and analysis  should be read in conjunction  with our Financial Statements and Notes thereto appearing elsewhere in this Report on Form 10-Q as well as our other SEC filings.

Overview

The Company is a development stage company and has not yet generated or realized any  revenues  from  business  operations.  The  Company's business  strategy changed in the third quarter 2007 to seeking potential merger candidates.  The  Company's  auditors  have issued a going concern  opinion in our audited  financial  statements for the fiscal year ended December 31, 2009. This means that our auditors  believe there is doubt that the Company can continue as an on-going  business for the next twelve  months unless it obtains  additional capital to pay its bills. This is because the Company has not  generated  any  revenues and no revenues  are currently anticipated. Accordingly, we must raise cash from sources such as investments by others in the Company and through possible  transactions  with strategic or joint venture partners. We do not  plan  to use any capital raised for the purchase or sale of any plant or  significant  equipment. The following  discussion and analysis  should be read in  conjunction  with the financial  statements  of the  Company  and  the  accompanying  notes  appearing subsequently under the caption "Financial Statements."

Comparison of Operating Results for the Quarter Ended September 30, 2010 to the Quarter Ended September 30, 2009

Revenues

The Company did not  generate  any revenues from operations for the three months ended September 30, 2010 or 2009. Accordingly,  comparisons with prior periods are not meaningful.  The Company is subject to risks  inherent in the  establishment  of a new business  enterprise, including limited capital  resources and cost  increases  in services.

Operating Expenses

Operating  expenses increased by $5,879 for the three months ended September 30, 2010, at $9,474 compared to the three months ended September 30, 2009, at $3,595. This was due to increased general expenses and professional fees incurred.

Interest Expense

Interest expense for the three months ended September 30, 2010 and 2009 was $3,420 and $2,695, respectively.

Net Income/Loss

Net loss increased by $6,604 from net loss of $6,290 for the three months ended September 30, 2009 to a net loss of $12,894 for the three months ended September 30, 2010. The increase in net operating loss is due to increased general expenses and professional fees incurred.
 
 
 
8

 

At September 30, 2010, our accumulated deficit was $1,530,728.

Assets and Liabilities

Our total assets were  $0 at September 30, 2010.

Total Current Liabilities were $445,306 at September 30, 2010.  Our notes payable are for $183,648.

Financial Condition, Liquidity and Capital Resources

At September 30, 2010, we had cash and cash equivalents of $0. Our working capital is presently minimal and there can be no assurance that our financial condition will improve. To date, we have not generated cash flow from operations.

As of September 30, 2010, we had a working capital deficit of $445,306. The Company will seek funds from possible strategic  and joint  venture  partners  and  financing  to cover any short term operating deficits and provide for long term working capital.  No assurances can be given that the Company will  successfully  engage  strategic or joint venture partners or otherwise obtain sufficient financing through the sale of equity.

No trends have been identified which would materially  increase or decrease our results of operations or liquidity.

Comparison  of  Operating  Results for the Nine Months  Ended September 30, 2010 to the Nine Months Ended September 30, 2009

Revenues

The Company did not  generate  any revenues from operations for the six months ended September 30, 2010 or 2009. Accordingly,  comparisons with prior periods are not meaningful.  The Company is subject to risks  inherent in the  establishment  of a new business  enterprise, including limited capital  resources and cost  increases  in services.

Operating Expenses

Operating  expenses increased by $4,134 from $16,233 for the nine months ended September 30, 2009 to $20,367 for the nine months ended September 30, 2010. The decrease in our net operating expenses is due to decreased professional fees and G&A expenses incurred.

Interest Expense

Interest expense for the nine months ended September 30, 2010 and 2009 was $9,905 and $8,068, respectively.

Net Income/Loss
 
 
9

 

Net loss increased by $5,971 from net loss of $24,301 for the nine months ended September 30, 2009 to a net loss of $30,272 for the nine months ended September 30, 2010. The increase in net operating loss is due to the increased G&A expenses incurred.

At September 30, 2010, our accumulated deficit was $1,530,728.

Assets and Liabilities

Our total assets were  $0 at September 30, 2010.

Total Current Liabilities were $445,306 at September 30, 2010.  Our notes payable are for $183,648.

Financial Condition, Liquidity and Capital Resources

At September 30, 2010, we had cash and cash equivalents of $0. Our working capital is presently minimal and there can be no assurance that our financial condition will improve. To date, we have not generated cash flow from operations.

As of September 30, 2010, we had a working capital deficit of $445,306. The Company will seek funds from possible strategic  and joint  venture  partners  and  financing  to cover any short term operating deficits and provide for long term working capital.  No assurances can be given that the Company will  successfully  engage  strategic or joint venture partners or otherwise obtain sufficient financing through the sale of equity.

No trends have been identified which would materially  increase or decrease our results of operations or liquidity.

Plan of Operation

The Company's  plan of operation  through  December 31, 2010 is to focus on finding a suitable merger candidate or a viable business plan. The Company is seeking to raise capital to implement the Company's  business  strategy.  In the event  additional  capital  is not  raised,  the  Company  may  seek  a  merger, acquisition or outright sale.

Critical Accounting Policies

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.
 
 
10

 
  
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.  Common stock  equivalents were not considered in the calculation of diluted loss per share as their effect would have been  anti-dilutive for the periods ended September 30, 2009 and 2008.

Going Concern.

The Company has suffered recurring losses from operations and is in serious need of  additional  financing.  These  factors  among others  indicate that the Company may be unable to continue as a going concern,  particularly in the event that it cannot  obtain  additional  financing or, in the  alternative,  affect a merger or  acquisition.  The Company's  continuation  as a going concern depends upon its ability to generate  sufficient cash flow to conduct its operations and its  ability  to  obtain  additional  sources  of  capital  and  financing.  The accompanying  financial  statements do not include any  adjustments  that may be necessary if the Company is unable to continue as a going concern.

Item 3 - Quantitative and Qualitative Disclosures About Market Risk

The Company is not subject to any specific market risk other than that encountered by any other public company related to being publicly traded.

Item 4T - Controls and Procedures

We have carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the  effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") as of September 30, 2010.

Based on such evaluation, our management has concluded that our disclosure controls and procedures were effective as of the end of the fiscal year ended September 30, 2010.

Based on such evaluation, our management had concluded that our disclosure controls and procedures were not effective as of the end of the fiscal year ended December 31, 2007, because information required to be disclosed by us was not recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms including that we failed to provide our report on internal control over financial reporting under Item 308 (T) of Regulation S-X. We have revised our disclosure controls and procedures since.

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.
 
 
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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 Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3   Defaults Upon Senior Securities

None

Item 4   Submission of Matters to a Vote of Security Holders

None

Item 5   Other Information

None

Item 6   Exhibits

(a) The following  sets forth those  exhibits filed pursuant to Item 601 of Regulation S-K:
 
 
 Exhibit
number  
    Descriptions
31.1    * Certification of the 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 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) 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
     
  By:   /s/Jason Smart
    Jason Smart
    Chief Executive Officer,
    President and Chairman of the Board*
 
Date: November 15, 2010

* Jason Smart has signed both on behalf of the registrant as a duly authorized officer and as the Registrant's principal accounting officer.
 
 
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