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EX-32.1 - CERTIFICATIONS PURSUANT TO SECTION 906 OF SARBANES OXLEY ACT OF 2002 - MEDICAL MAKEOVER CORP OF AMERICAf10q0311ex32i_medicalmakeovr.htm
EX-31.1 - CERTIFICATIONS PURSUANT TO SECTION 302 OF SARBANES OXLEY ACT OF 2002 - MEDICAL MAKEOVER CORP OF AMERICAf10q0311ex31i_medicalmakeovr.htm
EX-32.2 - CERTIFICATIONS PURSUANT TO SECTION 906 OF SARBANES OXLEY ACT OF 2002 - MEDICAL MAKEOVER CORP OF AMERICAf10q0311ex32ii_medicalmakeov.htm
EX-31.1 - CERTIFICATIONS PURSUANT TO SECTION 302 OF SARBANES OXLEY ACT OF 2002 - MEDICAL MAKEOVER CORP OF AMERICAf10q0311ex31ii_medicalmakeov.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 March 31, 2011

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). Yes  xNo o

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 May 5, 2011,  there were approximately 282,354,500  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

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

Item 5
Other Information

Item 6
Exhibits

SIGNATURES

EXHIBITS
 
 
 
 

 

 
PART I. - FINANCIAL INFORMATION

Item 1. Financial Statements



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
 
   
March 31,
2011
   
December 31,
2010
 
ASSETS
 
(Unaudited)
       
CURRENT ASSETS
           
  Cash
  $ 0     $ 2,781  
  Prepaid expenses
    0       14,000  
                 
          Total current assets
    0       16,781  
                 
OTHER ASSETS
               
   Other assets
    0       0  
                 
          Total other assets
    0       0  
                 
Total Assets
  $ 0     $ 16,781  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
CURRENT LIABILITIES
               
 
               
     Accounts payable
  $ 202,918     $ 237,597  
     Bank overdraft
    4,680       0  
     Stockholder loans and accrued interest
    20,459       20,459  
     Line of credit - third party and accrued interest
    15,379       75,321  
     Note payable and accrued interest
    127,754       125,615  
                 
          Total current liabilities
    371,190       458,992  
                 
Total Liabilities
    371,190       458,992  
                 
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;
      282,354,500 and 136,354,500 issued and outstanding
    28,235       13,635  
  Additional paid-in capital
    1,219,660       1,088,260  
  Deficit accumulated during the development stage
    (1,619,085 )     (1,544,106 )
                 
          Total stockholders’ equity
    (371,190 )     (442,211 )
                 
Total Liabilities and  Stockholders’ Equity
  $ 0     $ 16,781  
 
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
Three Months Ended March 31,
(unaudited)
 
         
From March 29, 1999 (Inception) to
March 31,
 
   
2011
   
2010
   
2011
 
                   
                   
REVENUES
  $ 0     $ 0     $ 44,413  
                         
OPERATING EXPENSES
                       
   General and administrative
    52,415       1,994       1,290,296  
   Professional fees
    20,046       3,750       308,550  
                         
          Net operating loss
    72,461       5,744       1,598,846  
                         
   Interest expense
    2,518       3,181       64,652  
                         
                         
Net loss
  $ (74,979 )   $ (8,925 )   $ (1,619,085 )
                         
Basic net loss per share
  $ (0.00 )   $ (0.00 )        
                         
Weighted average shares outstanding
    272,621,167       128,685,400          
 
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
    46,907,500     $ 4,691     $ 463,177     $ (562,336 )   $ (94,468 )
                                         
Shares issued for services
    6,168,252       616       257,046       0       257,662  
Net loss
    0       0       0       (693,568 )     (693,568 )
                                         
BALANCE, December 31, 2005
    53,075,752       5,307       720,223       (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
    13,055,800       1,306       231,299       0       232,605  
Net loss
    0       0       0       (69,104 )     (69,104 )
                                         
BALANCE, December 31, 2006
    66,431,552       6,643       967,992       (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
    78,725,963       7,872       999,573       (1,399,027 )     (391,582 )
Shares issued to settle debt and  interest expense
    34,869,226       3,487       53,664       0       57,151  
Net loss
    0       0       0       (66,563 )     (66,563 )
                                         
BALANCE, December 31, 2008
    113,595,189       11,359       1,053,237       (1,465,590 )     (400,994 )
Shares issued to settle debt and  interest expense
    16,423,542       1,642       19,184       0       20,826  
Net loss
    0       0       0       (34,865 )     (34,865 )
                                         
BALANCE, December 31, 2009
    130,018,731       13,001       1,072,421       (1,500,455 )     (415,033 )
Shares issued to settle debt and  interest expense
    6,335,769       634       15,839       0       16,473  
Net loss
    0       0       0       (43,651 )     (43,651 )
                                         
BALANCE, December 31, 2010
    136,354,500       13,635       1,088,260       (1,544,106 )     (442,211 )
Shares issued for G&A expenses
    36,000,000       3,600       32,400       0       36,000  
Shares issued to settle debt and  interest expense
    110,000,000       11,000       99,000       0       110,000  
Net loss
    0       0       0       (74,979 )     (74,979 )
                                         
ENDING BALANCE, March 31, 2011 (unaudited)
    282,354,500     $ 28,235     $ 1,219,660     $ (1,619,085 )   $ (371,190 )
 
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
Three Months Ended March 31,
(Unaudited)
 
   
 
 
2011
   
 
 
2010
   
From March 29, 1999 (Inception) to
March 31, 2011
 
CASH FLOWS FROM OPERATING ACTIVITIES:
                 
Net loss
  $ (74,979 )   $ (8,925 )   $ (1,509,381 )
Adjustments to reconcile net loss to net cash used by operating activities:
                       
        Stock issued for services
    36,000       0       440,422  
        Depreciation
    0       0       3,445  
Changes in operating assets and liabilities
                       
        (Increase) decrease in prepaid expenses
    14,000       2,500       (1,250 )
        Increase (decrease) in accounts payable & acc’d expenses
    0       0       237,597  
        Increase (decrease) in accrued interest expense
    2,518       3,181       42,186  
                         
Net cash provided (used) by operating activities
    (22,461 )     (3,244 )     (786,981 )
                         
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
    4,680       0       4,680  
Proceeds from stockholder loan payable
    0       0       78,189  
Payments on stockholder loans
    0       0       (35,500 )
Proceeds from third party notes payable
    15,000       6,250       454,733  
                         
Net cash provided by financing activities
    19,680       6,250       817,102  
                         
Net increase (decrease) in cash
    (2,781 )     3,006       9,450  
                         
CASH, beginning of period
    2,781       1,764       0  
                         
CASH, end of period
  $ 0     $ 4,770     $ 9,450  
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
                       
Non-Cash Financing Activities:
                       
   Common stock issued for reduction in LOC payable, accrued
       interest and accounts payable
  $ 110,000,000     $ 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 3 months ended March 31, 2011 and 2010 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 three months ended March 31, 2011 and 2010 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 six 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 $1,619,085 accumulated through March 31, 2011. 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 an 8% interest rate. To date the Company has converted $141,569 of this convertible note into shares of common stock.

 
F-6

 
 
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 $6,250 on this line and has accrued $2,208 in interest payable. In January 2011, the Company converted the then outstanding balance of $69,733 and accrued interest of $5,588, or $75,321 into 75,321,000 shares of common stock. In the first quarter 2011 the Company drew $15,000 against this line. The total drawn to date is $84,733.

NOTE 5 – 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 6 – 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 7 - STOCKHOLDER’S EQUITY

In January 201, the Company issued 36,000,000 shares of common stock for G&A services provided to the Company, valued at $36,000, or $0.001 per share.  In January 201, the Company issued 110,000,000 shares of common stock in settlement of $75,321 LOC payable and accrued interest and $34,679 in accounts payable, or $0.001 per share .

 
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, 2010. 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 March 31, 2011 to the Quarter Ended March 31, 2010

Revenues
 
The Company did not  generate  any revenues from operations for the three months ended March 31, 2011 or 2010. 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 $66,717 for the three months ended March 31, 2011 compared to the three months ended March 31, 2010, from $5,744 to $72,461. This increase is a result of the issuance of common shares for $36,000 of G&A expenses provided the Company, lawsuit settlement cost and increase in professional fees incurred.

Interest Expense

Interest expense for the three months ended March 31, 2011 and 2010 was $2,518 and $3,181, respectively.
 
 
1

 
 
Net Income/Loss

Net loss increased by $66,054 from a net loss of $8,925 for the three months ended March 31, 2010 to a net loss of $74,979 for the three months ended March 31, 2011. The increase in net operating loss is due to the issuance of common shares for $36,000 of G&A expenses provided the Company, lawsuit settlement cost and increase in professional fees incurred.

At March 31, 2011, our accumulated deficit was $1,619,085.

Assets and Liabilities

Our total assets were $0 at March 31, 2011.

Total Current Liabilities are $371,190 at March 31, 2011.  Our note payable and line of credit total $143,133.

Financial Condition, Liquidity and Capital Resources

At March 31, 2011, 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 March 31, 2011, we had a working capital deficit of $371,190. 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, 2011 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.
 
 
2

 
 
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 March 31, 2011 and 2010.

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

As required by Rule 13a-15 under the Exchange Act, within the 90 days prior to the filing date of this report, the Company carried out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of the Company's management, including the Company's President, Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, the Company's President, Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective. There have been no significant changes in the Company's internal controls or in other factors, which could significantly affect internal controls subsequent to the date the Company carried out its evaluation.
 
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in Company reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Company reports filed under the Exchange Act is accumulated and communicated to management, including the Company's Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.

 
3

 

PART II
OTHER INFORMATION

Item 1   Legal Proceedings

None

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 Officerpursuant 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:

On February 16, 2011, the Company filed an 8-K regarding the settlement of the lawsuit it had defended.

 
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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: May 13, 2011


*    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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