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EX-31.1 - CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF SARBANES-OXLEY - MEDICAL MAKEOVER CORP OF AMERICAf10q0909ex31_medicalmake.htm
EX-32.1 - CERTIFICATION CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF SARBANES-OXLEY ACT - MEDICAL MAKEOVER CORP OF AMERICAf10q0909ex32_medicalmake.htm
EX-31.2 - CERTIFICATION OF THE ACTING CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF - MEDICAL MAKEOVER CORP OF AMERICAf10q0909ex31ii_medicalmake.htm
EX-32.2 - CERTIFICATION ACTING CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF SARBANES- - MEDICAL MAKEOVER CORP OF AMERICAf10q0909ex32ii_medicalmake.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, 2009
 
[_]  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 FL33411

(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 |_|.

Indicate by check mark whether the registrant is an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer
¨
Accelerated filer
¨
Non-accelerated filer
¨
Smaller reporting company
x
(Do not check if a smaller reporting company)
     
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
 
  |X| Yes
|_| 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, 2009,  there were  approximately 123,213,525  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


Financial Statements

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

Item 3
Quantitative and Qualitative Disclosures About Market Risk

Item 4T.
Controls and Procedures
 
PART II. - OTHER INFORMATION
Item 1
Legal Proceedings

Item 1A.
Risk Factors

Item 2
Unregistered Sales of Equity Securities and Use of Proceeds

Item 3
Defaults Upon Senior Securities

Item 4
Submission of Matters to a Vote of Security Holders

Other Information

Item 6
Exhibits

SIGNATURES

EXHIBITS







INDEX TO FINANCIAL STATEMENTS


 
Balance Sheet                                                                                                                                          
F-2
   
Statements of Operations                                                                                                                                          
F-3
   
Statements of Stockholders’ Equity                                                                                                                                          
F-4
   
Statements of Cash Flows                                                                                                                                          
F-5
   
Notes to Financial Statement                                                                                                                                          
F-6
 



F-1

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


   
September 30, 2009
   
December 31, 2008
 
   
(Unaudited)
       
ASSETS
           
CURRENT ASSETS
           
  Cash
  $ 1,405     $ 0  
  Accounts receivable
    0       0  
                 
          Total current assets
    1,405       0  
                 
OTHER ASSETS
               
   Mining claim interest
    0       0  
                 
          Total other assets
    0       0  
                 
Total Assets
  $ 1,405     $ 0  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
CURRENT LIABILITIES
               
 
               
     Accounts payable and accrued liabilities
  $ 237,597     $ 237,597  
     Stockholder loans and accrued interest
    20,459       20,459  
     Undocumented loan from third party
    19,733       0  
     Note payable
    138,935       142,938  
                 
          Total current liabilities
    416,724       400,994  
                 
Total Liabilities
    416,724       400,994  
                 
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;
      123,213,525 issued and outstanding
    12,321       11,226  
  Additional paid-in capital
    1,064,346       1,053,370  
  Deficit accumulated during the development stage
    (1,491,986 )     (1,465,590 )
                 
          Total stockholders’ equity
    (415,319 )     (400,994 )
                 
Total Liabilities and  Stockholders’ Equity
  $ 1,405     $ 0  


The accompanying notes are an integral part of the financial statements
F-2

 

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


   
 
 
Three Months
   
 
 
Nine Months
   
From March 29, 1999 (Inception) to Sept 30,
 
   
2009
   
2008
   
2009
   
2008
   
2009
 
                               
                               
REVENUES
  $ 0     $ 0     $ 0     $ 0     $ 44,413  
                                         
OPERATING EXPENSES
                                       
   General and administrative
    2,095       10,000       1,483       30,000       1,225,564  
   Professional fees
    1,500       6,500       14,750       24,500       266,198  
                                         
          Net operating loss
    3,595       16,500       16,233       54,500       1,491,762  
                                         
   Interest expense
    2,695       4,297       8,068       9,295       44,637  
                                         
                                         
Net loss
  $ (6,290 )   $ (20,797 )   $ (24,301 )   $ (63,795 )   $ (1,491,986 )
                                         
Basic net loss per share
  $ (0.00 )   $ (0.00 )   $ (0.01 )   $ (0.01 )        
                                         
Weighted average shares outstanding
    114,491,043       89,320,584       113,013,085       82,225,283          






The accompanying notes are an integral part of the financial statements
F-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 )
Net loss
    0       0       0       (26,396 )     (26,396 )
ENDING BALANCE, Sept 30, 2009 (unaudited)
    112,261,858     $ 11,226     $ 1,053,370     $ (1,491,986 )   $ (427,390 )
                                         
                                         
                                         
                                         
                                         
                                         


The accompanying notes are an integral part of the financial statements
F-4


Medical Makeover Corporation of America
(a development stage enterprise)
Statements of Cash Flows
Nine Months Ended September 30,
(Unaudited)

   
 
 
2009
   
 
 
2008
   
From March 29, 1999 (Inception) to September 30, 2009
 
CASH FLOWS FROM OPERATING ACTIVITIES:
                 
Net loss
  $ (26,396 )   $ (63,795 )   $ (1,491,986 )
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 accounts payable & acc’d expenses
    0       54,500       237,597  
        Increase (decrease) in accrued interest expense
    8,068       9,295       35,176  
                         
Net cash provided (used) by operating activities
    (18,328 )     0       (775,346 )
                         
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 stockholder loan payable
    0       0       78,189  
Payments on stockholder loans
    0       0       (35,500 )
Proceeds from third party notes payable
    19,733       0       439,733  
                         
Net cash provided by financing activities
    19,733       0       797,422  
                         
Net increase (decrease) in cash
    1,405       0       1,405  
                         
CASH, beginning of period
    0       0       0  
                         
CASH, end of period
  $ 1,405     $ 0     $ 1,405  
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
                       
Non-Cash Financing Activities:
                       
   Common stock issued for reduction in notes payable and accrued interest
  $ 12,071     $ 17,304          
 

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 nine months ended September 30, 2009 and 2008 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, 2009 and 2008 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

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 $1,491,986 accumulated through September 30, 2009.  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.

In the three quarters of 2009, the Company borrowed $19,733 from a third party., as an advance to a line of credit to be determined.

F-6

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


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.










F-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, 2008. 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, 2009 to the Quarter Ended September 30, 2008
 
Revenues
 
The Company did not generate any revenues from operations for the three months ended September 30, 2009 or 2008. 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 decreased by $12,905 for the three months ended September 30, 2009, at $3,595 compared to the three months ended September 30, 2008, at $16,500. This was due to decreased general expenses and professional fees incurred.

Interest Expense

Interest expense for the three months ended September 30, 2009 and 2008 was $2,695 and $4,297, respectively.
 
 

 
Net Income/Loss

Net loss decreased by $14,507 from net loss of $20,797 for the three months ended September 30, 2008 to a net loss of $6,290 for the three months ended September 30, 2009. The decrease in net operating loss is due to decreased general expenses and professional fees incurred.

At September 30, 2009, our accumulated deficit was $1,491,986.

Assets and Liabilities

Our total assets were  $1,405 at September 30, 2009.

Total Current Liabilities were $416,724 at September 30, 2009.  Our notes payable are for $179,127.

Financial Condition, Liquidity and Capital Resources

At September 30, 2009, we had cash and cash equivalents of $1,405. 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, 2009, we had a working capital deficit of $415,319. 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, 2009 to the Nine Months Ended September 30, 2008

Revenues

The Company did not  generate  any revenues from operations for the six months ended September 30, 2009 or 2008. 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 decreased by $38,267 from $54,500 for the nine months ended September 30, 2008 to $16,233 for the nine months ended September 30, 2009. 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, 2009 and 2008 was $8,068 and $9,295, respectively.

Net Income/Loss

Net loss decreased by $39,494 from net loss of $63,795 for the nine months ended September 30, 2008 to a net loss of $24,301 for the nine months ended September 30, 2009. The decrease in net operating loss is due to the decreased professional fees and G&A expenses incurred.

At September 30, 2009, our accumulated deficit was $1,491,986.

Assets and Liabilities

Our total assets were  $1,405 at September 30, 2009.

Total Current Liabilities were $416,724 at September 30, 2009.  Our notes payable are for $179,127.

Financial Condition, Liquidity and Capital Resources

At September 30, 2009, we had cash and cash equivalents of $1,405. 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, 2009, we had a working capital deficit of $415,319. 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, 2009 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.
 


 
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
 
Our management, which includes our Chief Executive Officer who also serves as our principal financial 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 not 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, because of adjustments required by our independent auditors, primarily in the area of notes payable. Specifically, our independent auditors identified deficiencies in our internal controls and disclosures related to the valuation and amortization of beneficial conversion features on our notes payable. We have made the necessary adjustments to our financial statements and footnote disclosures in our Interim Report on Form 10-Q. We are in the process of improving our internal controls in an effort to remediate the deficiencies. 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
 
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.
 
 
None.

Item 3   Defaults Upon Senior Securities

None

Item 4   Submission of Matters to a Vote of Security Holders

None


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:

     August 25, 2009 - change in the Company’s Independent Certifying Accountant






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 12, 2009


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