Attached files
| file | filename |
|---|---|
| EX-31.1 - CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT - MEDICAL MAKEOVER CORP OF AMERICA | f10q0911ex31i_medicalmake.htm |
| EX-32.1 - CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT - MEDICAL MAKEOVER CORP OF AMERICA | f10q0911ex32i_medicalmake.htm |
| EX-31.2 - CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT - MEDICAL MAKEOVER CORP OF AMERICA | f10q0911ex31ii_medicalmake.htm |
| EX-32.2 - CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT - MEDICAL MAKEOVER CORP OF AMERICA | f10q0911ex32ii_medicalmake.htm |
| EXCEL - IDEA: XBRL DOCUMENT - MEDICAL MAKEOVER CORP OF AMERICA | Financial_Report.xls |
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, 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 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 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 oNo
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 November 7, 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 | ||
|
Financial Statements
|
F-1 | |
|
Item 2
|
Management's Discussion and Analysis or Plan of Operations
|
1 |
|
Item 3
|
Quantitative and Qualitative Disclosures About Market Risk
|
4 |
|
Item 4T.
|
Controls and Procedures
|
4 |
PART II. - OTHER INFORMATION
|
Item 1
|
Legal Proceedings
|
5 |
|
Item 1A.
|
Risk Factors
|
5 |
|
Item 2
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
5 |
|
Item 3
|
Defaults Upon Senior Securities
|
5 |
|
Item 4
|
Submission of Matters to a Vote of Security Holders
|
5 |
|
Other Information
|
5 | |
|
Item 6
|
Exhibits
|
5 |
| SIGNATURES | 6 | |
| EXHIBITS |
i
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, 2011
|
December 31, 2010
|
|||||||
|
(Unaudited)
|
||||||||
|
ASSETS
|
||||||||
|
CURRENT ASSETS
|
||||||||
|
Cash
|
$ | 4,027 | $ | 2,781 | ||||
|
Prepaid expenses
|
1,250 | 14,000 | ||||||
|
Total current assets
|
5,277 | 16,781 | ||||||
|
OTHER ASSETS
|
||||||||
|
Mining claim interest
|
0 | 0 | ||||||
|
Total other assets
|
0 | 0 | ||||||
|
Total Assets
|
$ | 5,277 | $ | 16,781 | ||||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
|
CURRENT LIABILITIES
|
||||||||
|
|
||||||||
|
Accounts payable and accrued liabilities
|
$ | 202,918 | $ | 237,597 | ||||
|
Stockholder loans and accrued interest
|
20,459 | 20,459 | ||||||
|
Line of credit - third party and accrued interest
|
63,550 | 75,321 | ||||||
|
Note payable
|
132,103 | 125,615 | ||||||
|
Total current liabilities
|
419,030 | 458,992 | ||||||
|
Total Liabilities
|
419,030 | 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 10,000,000,000 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
|
(1,661,648 | ) | (1,544,106 | ) | ||||
|
Total stockholders’ equity
|
(413,753 | ) | (442,211 | ) | ||||
|
Total Liabilities and Stockholders’ Equity
|
$ | 5,277 | $ | 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 and Nine Months Ended September 30,
(unaudited)
|
Three Months
|
Nine Months
|
From March 29, 1999 (Inception) to
September 30,
|
||||||||||||||||||
|
2011
|
2010
|
2011
|
2010
|
2011 | ||||||||||||||||
|
REVENUES
|
$ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 44,413 | ||||||||||
|
OPERATING EXPENSES
|
||||||||||||||||||||
|
General and administrative
|
3,822 | 2,224 | 57,495 | 7,117 | 1,295,377 | |||||||||||||||
|
Professional fees
|
17,375 | 7,250 | 51,008 | 13,250 | 339,512 | |||||||||||||||
|
Net operating loss
|
21,197 | 9,474 | 108,503 | 20,367 | 1,634,889 | |||||||||||||||
|
Interest expense
|
3,464 | 3,420 | 9,038 | 9,905 | 71,172 | |||||||||||||||
|
Net loss
|
$ | (24,661 | ) | $ | (12,894 | ) | $ | (117,541 | ) | $ | (30,272 | ) | $ | (1,661,648 | ) | |||||
|
Basic net loss per share
|
$ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | ||||||||||||
|
Weighted average shares outstanding
|
282,354,500 | 128,685,400 | 277,514,721 | 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 | |||||||||||||||
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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 | ) | |||||||||||||
|
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 | (117,541 | ) | (117,541 | ) | |||||||||||||
|
ENDING BALANCE, September 30, 2011 (unaudited)
|
282,354,500 | $ | 28,235 | $ | 1,219,660 | $ | (1,661,647 | ) | $ | (413,752 | ) | |||||||||
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)
|
2011
|
2010
|
From March 29, 1999 (Inception) to September 30, 2011
|
||||||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
|
Net loss
|
$ | (117,541 | ) | $ | (30,271 | ) | $ | (1,661,648 | ) | |||
|
Adjustments to reconcile net loss to net cash used by operating activities:
|
||||||||||||
|
Stock issued for services
|
36,000 | 0 | 476,422 | |||||||||
|
Depreciation
|
0 | 0 | 3,445 | |||||||||
|
Changes in operating assets and liabilities
|
||||||||||||
|
(Increase) decrease in prepaid expenses
|
12,750 | 3,750 | (1,250 | ) | ||||||||
|
Increase (decrease) in accounts payable & acc’d expenses
|
0 | 0 | 237,597 | |||||||||
|
Increase (decrease) in accrued interest expense
|
9,038 | 9,905 | 61,711 | |||||||||
|
Net cash provided (used) by operating activities
|
(59,753 | ) | (16,616 | ) | (883,723 | ) | ||||||
|
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
|
0 | 3,602 | 0 | |||||||||
|
Proceeds from stockholder loan payable
|
0 | 0 | 78,189 | |||||||||
|
Payments on third party notes payable
|
(10,000 | ) | 0 | (45,500 | ) | |||||||
|
Proceeds from third party notes payable
|
71,000 | 11,250 | 560,732 | |||||||||
| . | ||||||||||||
|
Net cash provided by financing activities
|
61,000 | 14,852 | 908,421 | |||||||||
|
Net increase (decrease) in cash
|
1,247 | (1,764 | ) | 4,027 | ||||||||
|
CASH, beginning of period
|
2,781 | 1,764 | 0 | |||||||||
|
CASH, end of period
|
$ | 4,028 | $ | 0 | $ | 4,027 | ||||||
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
||||||||||||
|
Non-Cash Financing Activities:
|
||||||||||||
|
Common stock issued for reduction in notes payable and accrued interest
|
$ | 0 | $ | 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 9 months ended September 30, 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 nine months ended September 30, 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 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 $1,661,648 accumulated through September 30, 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 a 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 and $42,000 in the second quarter against this line. $10,000 was repaid in cash in the second quarter 2011. The total drawn to date is $140,733, with $61,000 currently outstanding.
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.
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 September 30, 2011 to the Quarter Ended September 30, 2010
Revenues
The Company did not generate any revenues from operations for the three months ended September 30, 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 by $11,723 for the three months ended September 30, 2011, at $21,197 compared to the three months ended September 30, 2010, at $9,474. This was due to increased professional fees incurred.
Interest Expense
Interest expense for the three months ended September 30, 2011 and 2010 was $3,464 and $3,420, respectively.
1
Net Income/Loss
Net loss increased by $11,767 from net loss of $12,894 for the three months ended September 30, 2010 to a net loss of $24,661 for the three months ended September 30, 2011. The increase in net operating loss is due to increased professional fees incurred.
At September 30, 2011, our accumulated deficit was $1,661,648.
Assets and Liabilities
Our total assets were $5,277 at September 30, 2011, and consisted principally of cash.
Total Current Liabilities are $419,030 at September 30, 2011. Our notes payable are for $132,103.
Financial Condition, Liquidity and Capital Resources
At September 30, 2011, we had cash and cash equivalents of $4,027. 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, 2011, we had a working capital deficit of $413,753. 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, 2011 to the Nine Months Ended September 30, 2010
Revenues
The Company did not generate any revenues from operations for the nine months ended September 30, 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.
2
Operating Expenses
Operating expenses increased by $76,414 from $20,367 for the nine months ended September 30, 2010 to $108,503 for the nine months ended September 30, 2011. The increase in our net operating expenses is due to increased professional fees and general expenses.
Interest Expense
Interest expense for the nine months ended September 30, 2011 and 2010 was $9,038 and $9,905, respectively.
Net Income/Loss
Net loss increased by $87,269 from net loss of $30,272 for the nine months ended September 30, 2010 to a net loss of $117,541 for the nine months ended September 30, 2011. The increase in net operating loss is due to the increased professional fees and general expenses.
At September 30, 2011, our accumulated deficit was $1,661,648.
Assets and Liabilities
Our total assets were $5,277 at September 30, 2011, and consisted principally of cash.
Total Current Liabilities are $419,030 at September 30, 2011. Our notes payable are for $132,103.
Financial Condition, Liquidity and Capital Resources
At September 30, 2011, we had cash and cash equivalents of $4,027. 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, 2011, we had a working capital deficit of $413,753. 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.
3
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, 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.
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PART II
OTHER INFORMATION
Item 1 Legal Proceedings
None
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:
None
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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 | |||
|
Date: November 14, 2011
|
By:
|
/s/ Jason Smart | |
| Jason Smart | |||
| Chief Executive Officer, | |||
| President and Chairman of the Board* | |||
* 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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