Attached files
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EX-31.1 - CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF SARBANES-OXLEY - MEDICAL MAKEOVER CORP OF AMERICA | f10q0909ex31_medicalmake.htm |
EX-32.1 - CERTIFICATION CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF SARBANES-OXLEY ACT - MEDICAL MAKEOVER CORP OF AMERICA | f10q0909ex32_medicalmake.htm |
EX-31.2 - CERTIFICATION OF THE ACTING CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF - MEDICAL MAKEOVER CORP OF AMERICA | f10q0909ex31ii_medicalmake.htm |
EX-32.2 - CERTIFICATION ACTING CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF SARBANES- - MEDICAL MAKEOVER CORP OF AMERICA | f10q0909ex32ii_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
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.