UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB



                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarter ended: MARCH 31, 2005

Commission File Number: 0-11596


                     MEDICAL MAKEOVER CORPORATION OF AMERICA
                  --------------------------------------------
                 (Name of small business issuer in its charter)


     Delaware                                               20-0799349
-----------------------------------------           ----------------------------
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                              Identification No.)


500 Australian Avenue South
Suit 619
West Palm Beach, Florida                                        33401
-----------------------------------------           ----------------------------
(Address of principal executive offices)                    (Zip Code)


Issuer's Telephone number: (561) 651-4146


                                       N/A
                  --------------------------------------------
                            Former Name if Applicable


Securities registered under Section 12(b) of the Exchange Act:

                                                    Name of each exchange on
       Title of each class                                which registered

             None                                             None
-----------------------------------------           ---------------------------



Copies to:

                            Kenneth S. Pollock, Esq.
                            Newman, Pollock & Klein, LLP
                            2424 N. Federal Highway, Suite 411
                            Boca Raton, FL 33431
                            (561) 393 6168





<PAGE>



Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 (as
defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|.



                      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  1,  2005,  there  were  approximately  46,996,913
        shares of the Issuer's  common stock,  par value $0.0001 per
        share outstanding.



Transitional Small Business Disclosure Format (Check one):  Yes |_| No |X|.









<PAGE>



                                     INDEX


     PART I. - FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements (Unaudited)

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

Item 3. Controls and Procedures


     PART II. - OTHER INFORMATION

Item 1. Legal Proceedings

Item 2.  Changes in  securities,  use of proceeds and small  business  issuer of
         equity securities

Item 3. Defaults upon senior securities

Item 4. Submission of matters to a vote of security holders

Item 5. Other information

Item 6. Exhibits and reports on Form 8-K







<PAGE>



                         PART I. - FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements (Unaudited)


                          INDEX TO FINANCIAL STATEMENTS




Consolidated Balance Sheets..................................................F-2

Consolidated Statements of Operations........................................F-3

Consolidated Statements of Stockholders' Equity..............................F-4

Consolidated Statements of Cash Flows........................................F-5

Notes to Consolidated Financial Statement....................................F-6























                                       F-1

<PAGE>



<TABLE>
<CAPTION>
                     Medical Makeover Corporation of America
                        (A Development Stage Enterprise)
                           Consolidated Balance Sheet


                                                                                   March 31, 2005     December 31, 2004
                                                                                -------------------- ------------------
                                                                                  (unaudited)
<S>                                                                             <C>                  <C>
                                     ASSETS
CURRENT ASSETS
  Cash                                                                          $                268 $            4,377
  Accounts receivable                                                                              0                  0
                                                                                -------------------- ------------------
          Total current assets                                                                   268              4,377
                                                                                -------------------- ------------------
PROPERTY AND EQUIPMENT
  Furniture, fixtures and equipment                                                           20,671             20,671
        Less accumulated depreciation                                                         (2,756)            (2,067)
                                                                                -------------------- ------------------
          Net property and equipment                                                          17,915             18,604
                                                                                -------------------- ------------------
OTHER ASSETS
  Investment in unconsolidated subsidiary                                                     12,000                  0
  Deposits and prepaid expenses                                                                6,766              6,766
                                                                                -------------------- ------------------
                                                                                              18,766              6,766
                                                                                -------------------- ------------------
Total Assets                                                                    $             36,949 $            4,377
                                                                                ==================== ==================
                        LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable                                                              $             15,868 $           15,868
  Accrued liabilities                                                                              0                  0
  Accrued salaries                                                                             8,934              8,934
  Short-term loans                                                                           135,000             20,000
  Stockholder loans and accrued interest                                                      58,618             82,181
                                                                                -------------------- ------------------
          Total current liabilities                                                          218,420            126,983
                                                                                -------------------- ------------------
Total Liabilities                                                                            218,420            126,983
                                                                                -------------------- ------------------
STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred stock, $0.0001 par value, authorized 10,000,000 shares;
      0 issued and outstanding                                                                     0                  0
  Common stock, $0.0001 par value, authorized 200,000,000 shares;
      46,996,913 issued and outstanding                                                        4,700              4,700
  Additional paid-in capital                                                                 460,400            460,400
  Deficit accumulated during the development stage                                          (646,571)          (562,336)
                                                                                -------------------- ------------------

          Total stockholders' equity (deficit)                                              (181,471)           (97,236)
                                                                                -------------------- ------------------

Total Liabilities and  Stockholders' Equity (Deficit)                           $             36,949 $           29,747
                                                                                ==================== ==================
</TABLE>








     The accompanying notes are an integral part of the financial statements


                                       F-2

<PAGE>



<TABLE>
<CAPTION>
                     Medical Makeover Corporation of America
                        (A Development Stage Enterprise)
                            Statements of Operations
                          Three Months Ended March 31,
                                   (Unaudited)

                                                                                                   From
                                                                                              March 29, 1999
                                                                                               (Inception)
                                                                                                  through
                                                             2005             2004            March 31, 2005
                                                       ----------------- --------------- ------------------------
<S>                                                    <C>               <C>             <C>

REVENUES                                               $           3,601 $           100 $                 44,211
                                                       ----------------- --------------- ------------------------

OPERATING EXPENSES:
   General and administrative expenses                            72,725          37,100                  219,443
   Marketing and advertising                                       2,538               0                  107,403
   Consulting fees                                                 9,500               0                   47,600
   Professional fees                                               1,500           5,000                  187,948
   Interest to a related party                                         0               0                   10,526
   Interest expense                                                  883               0                      883
   Management fees to a related party                                  0             407                  114,223
   Depreciation                                                      689               0                    2,756
                                                       ----------------- --------------- ------------------------

          Total expenses                                          87,835          42,507                  690,782
                                                       ----------------- --------------- ------------------------

Net income (loss)                                      $         (84,234)$       (42,407)$               (646,571)
                                                       ================= =============== ========================

Income (loss) per weighted average common share        $           (0.01)$        (0.01)
                                                       ================= ===============

Number of weighted average common shares outstanding          46,996,913      27,963,500
                                                       ================= ===============
</TABLE>























     The accompanying notes are an integral part of the financial statements


                                       F-3

<PAGE>



<TABLE>
<CAPTION>
                     Medical Makeover Corporation of America
                        (A Development Stage Enterprise)
                  Statements of Stockholders' Equity (Deficit)

                                                                                                  Deficit
                                                                                                Accumulated       Total
                                                                   Additional       Note         During the   Stockholders'
                                        Number of        Common      Paid-In     Receivable     Development      Equity
                                          Shares          Stock      Capital     Stockholder       Stage        (Deficit)
                                       -------------- ----------- ----------- ---------------  ------------- --------------
<S>                                     <C>           <C>         <C>         <C>              <C>           <C>

BEGINNING BALANCE, March 29, 1999                   0 $         0 $         0 $             0  $           0 $            0

Shares issued to founders                   1,350,000         135        (135)              0              0              0
Sale of stock for cash                         47,400           5       7,895               0              0          7,900
Shares issued for note receivable             102,600          10      17,000         (17,010)             0              0

Net loss                                            0           0           0               0        (11,839)       (11,839)
                                       -------------- ----------- ----------- ---------------  ------------- --------------

BALANCE, December 31, 1999                  1,500,000         150      24,760         (17,010)       (11,839)        (3,939)

Collection of note receivable                       0           0           0          17,010              0         17,010
Shares issued for services                      7,500           1       2,499               0              0          2,500
Net loss                                            0           0           0               0        (31,995)       (31,995)
                                       -------------- ----------- ----------- ---------------  ------------- --------------

BALANCE, December 31, 2000                  1,507,500         151      27,259               0        (43,834)       (16,424)

Warrants issued to transfer agent                   0           0       1,000               0              0          1,000
Net loss                                            0           0           0               0       (107,990)      (107,990)
                                       -------------- ----------- ----------- ---------------  ------------- --------------

BALANCE, December 31, 2001                  1,507,500         151      28,259               0       (151,824)      (123,414)

Net loss                                            0           0           0               0        (28,295)       (28,295)
                                       -------------- ----------- ----------- ---------------  ------------- --------------

BALANCE, December 31, 2002                  1,507,500         151      28,259               0       (180,119)      (151,709)

Net loss                                            0           0           0               0        (27,812)       (27,812)
                                       -------------- ----------- ----------- ---------------  ------------- --------------

BALANCE, December 31, 2003                  1,507,500         151      28,259               0       (207,931)      (179,521)

Common stock issued for cash               22,900,000       2,290     287,800               0              0        290,090
Shares issued for services                  9,390,713         939      55,661               0              0         56,600
Shares contributed back to Company         (9,301,300)       (930)        930               0              0              0
Shares issued for settle debt              22,500,000       2,250      87,750               0              0         90,000
Net loss                                            0           0           0               0       (354,405)      (354,405)
                                       -------------- ----------- ----------- ---------------  ------------- --------------
BALANCE, December 31, 2004                 46,996,913       4,700     460,400               0       (562,336)       (97,236)
Net loss                                            0           0           0               0        (84,234)       (84,234)
                                       -------------- ----------- ----------- ---------------  ------------- --------------
ENDING BALANCE, March 31, 2005
(unaudited)                                46,996,913 $     4,700 $   460,400 $             0  $    (646,570)$     (181,470)
                                       ============== =========== =========== ===============  ============= ==============
</TABLE>










     The accompanying notes are an integral part of the financial statements


                                       F-4

<PAGE>



<TABLE>
<CAPTION>
                     Medical Makeover Corporation of America
                        (A Development Stage Enterprise)
                            Statements of Cash Flows
                                   (Unaudited)

                                                                                                               From
                                                                                                          March 29, 1999
                                                                                                            (Inception)
                                                                                                              through
                                                                           2005                2004       March 31, 2005
                                                                  ------------------  ------------------ ------------------
<S>                                                               <C>                 <C>                <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                          $          (84,234) $          (42,407)$         (646,571)
Adjustments to reconcile net loss to net cash used by
operating activities:
        Stock and warrants issued for services                                     0              37,000             60,100
        Depreciation                                                             689                   0              2,756
Changes in operating assets and liabilities
        (Increase) decrease in accounts receivable                                 0                   0                  0
        (Increase) decrease in deposits and prepaid expenses                       0                   0             (6,766)
        Increase (decrease) in accounts payable                                    0                   0             15,868
        Increase (decrease) in accrued liabilities                                 0            (174,593)            89,838
        Increase (decrease) in accrued interest  -related party                    0                   0              4,326
        Increase (decrease) in accrued interest                                  882                   0                882
        Increase (decrease) in accrued salaries                                    0                   0              8,934
                                                                  ------------------  ------------------ ------------------

Net cash used by operating activities                                        (82,663)           (180,000)          (470,633)
                                                                  ------------------  ------------------ ------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Investment in unconsolidated subsidiary                                 (12,000)                  0            (12,000)
     Purchase of property and equipment                                            0                   0            (20,671)
                                                                  ------------------  ------------------ ------------------

Net cash used by investing activities                                        (12,000)                  0            (32,671)
                                                                  ------------------  ------------------ ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock                                             0             180,000            315,000
Proceeds from third party loan                                               115,000                   0            135,000
Payments on stockholders' loans                                              (24,446)                  0            (24,446)
Proceeds from stockholders' loans                                                  0                   0             78,018
                                                                  ------------------  ------------------ ------------------

Net cash provided by financing activities                                     90,554             180,000            503,572
                                                                  ------------------  ------------------ ------------------

Net increase (decrease) in cash                                               (4,109)                  0                268
                                                                  ------------------  ------------------ ------------------

CASH, beginning of period                                                      4,377                 101                  0
                                                                  ------------------  ------------------ ------------------

CASH, end of period                                               $              268  $              101 $              268
                                                                  ==================  ================== ==================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Non-Cash Financing Activities:
  144 common stock issued to retire debt                          $                0  $                0
                                                                  ==================  ==================
</TABLE>




     The accompanying notes are an integral part of the financial statements


                                       F-5

<PAGE>



                     Medical Makeover Corporation of America
                        (A Development Stage Enterprise)
                   Notes to Consolidated Financial Statements
                  (Information with regard to the three months
                  ended March 31, 2005 and 2004 is unaudited)


(1) Nature of Business

Medical  Makeover  Corporation of America (f/k/a Cactus New Media I, Inc.) ("the
Company")  was  incorporated  on March 29, 1999,  under the laws of the State of
Delaware.  The Company's business activities to date have primarily consisted of
the formation of a business plan for internet link exchanges in connection  with
internet banner advertising and implementation  thereof.  The Company originally
intended  to become  active  in  internet  entertainment  services  through  the
registration of internet domains with InterNIC, and engage in the development of
proprietary  software  and  services  designed  to support  and  facilitate  its
internet services. In February 2004, subsequent to a change of control (see note
4), management  decided to enter the medical  makeover/anti-aging  industry.  In
March 2004,  the Company  changed its name to Medical  Makeover  Corporation  of
America and decided to form a Florida subsidiary  corporation also named Medical
Makeover  Corporation  of America to transact  the  medical  makeover/anti-aging
business in the State of Florida.  All  intercompany  transactions  and balances
have been eliminated in consolidation.

The Company is considered to be in the development  stage,  and the accompanying
financial statements represent those of a development stage company.

(2) Basis of Presentation

The accompanying  unaudited condensed  consolidated  financial statements of the
Company have been prepared in accordance  with accounting  principles  generally
accepted in the United States of America.

(3) Significant Accounting Policies

     a) 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.

     b) Start-Up Costs:  Costs of start-up  activities,  including  organization
costs, are expensed as incurred,  in accordance with Statement of Position (SOP)
98-5.

     c) 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.  There were no common  stock  equivalents  for the periods  ended
December 31, 2004 and 2003.




                                       F-6

<PAGE>



                     Medical Makeover Corporation of America
                        (A Development Stage Enterprise)
                   Notes to Consolidated Financial Statements


(3) Significant Accounting Policies, (continued)

     d) Income  Taxes:  The  Company  accounts  for income  taxes  according  to
Statement of Financial  Accounting  Standards  (SFAS) No. 109,  "Accounting  for
Income Taxes".  Under the liability method  specified by SFAS No. 109,  deferred
income  taxes are  recognized  for the  future  tax  consequences  of  temporary
differences  between the financial  statement  carrying amounts and tax bases of
assets and liabilities.

     e) Interim financial  information:  The financial  statements for the three
months ended March 31, 2005 and 2004, 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 three
months are not indicative of a full year results.

(4) Stockholders' Equity (Deficit)

The Company has the authority to issue 10,000,000 shares of preferred stock, par
value  $0.0001  per  share,  which  may be  divided  into  series  and  with the
preferences,  limitations  and  relative  rights  determined  by  the  Board  of
Directors.  At December  31,  2004,  no  preferred  stock shares were issued and
outstanding.

In October 2003, the Company amended its certificate of organization to increase
the authorized  shares of common stock to  10,000,000,000  and effectuated a 100
for 1 reverse  stock split of the Company's  common stock.  All dollar and share
amounts have been adjusted to reflect this split.

On February 6, 2004,  the Company sold  22,500,000  shares of restricted  common
stock to Gala Enterprises Ltd, a Belize  Corporation,  for $90,000,  which funds
were used to pay certain  existing  accounts  payable.  On February 8, 2004, the
Company  issued  9,301,300 of shares of restricted  common stock to two officers
for  compensation  with a value of  $37,000  and in  consideration  of such Gala
Enterprises Ltd. surrendered to treasury 9,301,300 shares. On February 10, 2004,
the Company issued  22,500,000 shares of restricted common stock in exchange for
the assumption of $90,000 in existing accounts payable to outside investors.  On
May 3, 2004, the Company issued 400,000 shares of restricted common stock, to an
independent  third party investor in exchange for $200,000 in cash, or $0.50 per
share.  In the third  quarter the Company  issued  89,413  shares of  restricted
common  stock to its former CEO  pursuant  to his  employment  agreement.  These
shares were for  services  valued at $19,600,  or $0.22 per share.  In September
2004,  the Company  reached an  agreement  with its former CFO,  whereby he will
return  2,151,300  of his  2,401,300  shares.  On October 1, 2004,  the  Company
reached an agreement  with its former CEO,  whereby he will return  6,210,000 of
his 6,900,000 shares.

(5) Income Taxes

Deferred  income taxes  (benefits)  are provided for certain income and expenses
which are  recognized  in  different  periods  for tax and  financial  reporting
purposes.  The Company had net  operating  loss carry-  forwards  for income tax
purposes of approximately  $646,600  expiring in various years from 2019 through
2025.  Due to the change in  ownership  in  February  2004,  the prior years net
operating loss  carry-forwards  are subject to substantial  restrictions and may
only be utilized to offset approximately $7,000 of annual taxable income as well
as any unrealized  appreciation  on assets existing at the time of the ownership
change.  Deferred  tax assets are  reduced by a valuation  allowance  if, in the
opinion of  management,  it is more likely than not that some  portion or all of
the deferred tax assets will not be realized.  Management's valuation procedures
consider  projected  utilization  of deferred  tax assets over the next  several
years,  and  continually  evaluate  new  circumstances  surrounding  the  future
realization of such assets.  The difference  between income taxes and the amount
computed by applying the federal  statutory  tax rate to the loss before  income
taxes is due to an increase in the deferred tax asset valuation  allowance.  The
valuation allowance at March 31, 2005 is 100%.



                                       F-7

<PAGE>



                     Medical Makeover Corporation of America
                        (A Development Stage Enterprise)
                   Notes to Consolidated Financial Statements


(6) Related Parties

     a) Office lease:  The Company  formerly  leased its office  facility from a
company  related by virtue of common  ownership.  Total rent  expense to related
parties  amounted to $0, $120 and $530 for the year ended  December 31, 2004 and
2003 and the period from inception  (March 29, 1999) through  December 31, 2004,
respectively.

     b) Management Fees: The Company formerly  contracted an affiliate,  related
by virtue of common ownership,  for management and consulting services amounting
to $3,407,  $9,000 and $59,407 for the year ended December 31, 2004 and 2003 and
the  period  from  inception   (March  29,  1999)  through  December  31,  2004,
respectively.  In addition,  the Company incurred  interest expense amounting to
$0, $900 and $5,900 for the year ended December 31, 2004 and 2003 and the period
from  inception  (March 29, 1999) through  December 31, 2004  respectively,  for
those  services.  In the  year  ended  December  31,  2004,  $0 and  $53,000  in
management  fees were paid to the Company's two officers prior to their entering
into employment contracts.

     c) Website fees: The Company  formerly  earned  revenues of $200,  $900 and
$38,310,  and  formerly  incurred  expenses of $, $600 and  $32,092  relating to
website trafficking fees to other website companies, related by virtue of common
ownership,  for the year ended  December  31,  2004 and 2003 and the period from
inception (March 29, 1999) through December 31, 2004, respectively.

     d) Related party notes payable: In the second quarter 2004, the Company was
loaned  $50,000,  ($25,000  each),  by the Company's  two officers.  These notes
carried an interest  rate of 15%.  One matures on December 1, 2004,  which terms
were  modified on January 21,  2005,  to a) $10,000  payment at signing,  b) the
execution of a promissory note in the amount  $47,750,  with an interest rate of
15%,  payable  monthly  for 12 months,  c)  6,100,000  shares of the Company are
contributed  back to the  Company and d) the Company  issues  89,413  additional
shares  of  restricted  common  stock  earned  under  the  original   employment
agreement,  and the other has been converted to monthly  payments over 12 months
beginning  in November  2004.  Payments  amounting to $24,400 were made on these
notes in the first quarter of 2005.

(7) 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  approximately
$646,600 accumulated from March 29, 1999 (Inception) through March 31, 2005. The
ability  of the  Company  to  continue  as a going  concern  is  dependent  upon
commencing  operations,  developing sales and obtaining  additional  capital and
debt 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 restart  its
planned  operations,  and in May 2004, the Company sold 400,000 shares of common
stock for  $200,000.  Subsequent  to year end,  the  Company  raised  sufficient
capital to allow it to begin to seek acquisition  targets in its planned line of
business.

(8) Short-term convertible debt

In December 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 10%
interest rate.






                                       F-8

<PAGE>


                     Medical Makeover Corporation of America
                        (A Development Stage Enterprise)
                   Notes to Consolidated Financial Statements


(9) Lease commitment

In May 2004,  the Company  entered into a leasing  agreement  for its new office
facilities for a term of (36) thirty-six months.

          Minimum annual lease payments under the operating lease obligation are
as follows:

               December  2005                     $  23,498
               December  2006                     $  24,648
               December  2007                     $  25,320



























                                       F-9

<PAGE>


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

Forward-looking statements

     This Form 10-QB contains  statements  that are  forward-looking  statements
within the meaning of the federal  securities laws,  including  statements about
our  expectations,  beliefs,  intentions  or  strategies  for the future.  These
statements  involve known and unknown risks and  uncertainties,  including risks
resulting  from the  environment  in  which  we  operate,  economic  and  market
conditions,   competitive  activities,  other  business  conditions,  accounting
estimates,  and the risk  factors set forth in this Form  10-QSB.  These  risks,
among others,  include those relating to our ability to successfully  market and
generate  patient  volume,  the  Company's  ability to maintain  contracts  with
physicians and other medical providers at favorable rates, and any lawsuits that
may  arise in the  course of doing  business.  Our  actual  results  may  differ
materially from results anticipated in our forward-looking  statements.  We base
our forward-looking  statements on information currently available to us, and we
have no current  intention  to update these  statements,  whether as a result of
changes  in  underlying  factors,  new  information,   future  events  or  other
developments.

FOR THE THREE MONTHS ENDED March 31, 2005 AND 2004

Results of operations

     For the quarter ended March 31, 2005, we experienced significant changes in
our operating activities,  primarily expenses and had no significant  operations
for the quarter.

Net Operating Revenues

     There was minimal  operating  revenue of $3,600 for the quarter ended March
31, 2005, and only minimal revenue for the quarter ended March 31, 2004.

Operating Expenses and Charges

     The  significant  operating  expenses for the quarter  ended March 31, 2005
included $72,700 in general and administrative  expenses.  For the quarter ended
March 31, 2004, the significant  operating  expenses included $37,100 in general
and administrative expenses.

Liquidity and Capital Resources

     For the quarter ended March 31, 2005,  the Company has not  generated  cash
flow from  operations.  Consequently,  the Company has been  dependent  upon its
lenders to fund its cash requirements.

     As of March 31, 2005,  the Company had cash of $268.  The  Company's  total
assets increased from $29,747 as of December 31, 2004 to $36,949.  This increase
is  attributable  to  the  investment  in   unconsolidated   subsidiary.   Total




                                       12
<PAGE>



liabilities  increased from $126,983 to $218,420.  This increase is attributable
to borrowing an additional  $120,000.  As of September 30, 2004, the Company had
no  outstanding  debt other than  ordinary  trade  payables,  accrued  salaries,
stockholder loans and third party loans.

     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.

Business Plan and Strategy

     Medical Makeover Corporation of America,  Inc. will provide a comprehensive
approach to looking  and  feeling  better  through  the  modalities  of cosmetic
plastic surgery, dermatologic surgery, cosmetic dentistry, hairstyling, fashion,
and makeup services.

     The Company is targeting  the 35 million  Americans  between the ages of 35
and 75 who are conscious of their  appearance,  general  health,  and impression
towards the public.  Certain of the  Company's  shareholders  have  analyzed the
Medical Makeover  marketplace and have observed  tremendous  market  penetration
worldwide. The Company believes that the market for Total Medical Makeovers will
expand  exponentially,  driven by two dynamics:  1) the aging of the  population
with a vast number of "baby  boomers"  reaching  mid-life;  and 2) the  stunning
popularity of reality shows such as "Extreme Makeover".

     The  focus  of the  business  plan  is to  create  a  contracted  panel  of
professionals  serving the  specialties  listed  above who will,  under  written
agreement,  provide  the  above  listed  services  at  a  discounted  rate  from
traditional  pricing.  They will be motivated to enter into these  relationships
because of the  Company's  marketing  efforts  and  planned  efforts to generate
customer  volume.  By contracting with this panel of  professionals,  and having
them provide services in their traditional  facilities (office,  surgery center,
or hospital), the Company will be able to maintain a low fixed cost position and
focus its resources on marketing and sales.

     The  Company  intends  to rely  heavily  on TV  commercials  consisting  of
30-second spots in the South Florida Market in order to promote services.  These
commercials,  coupled with a strong brand  building  effort,  will both generate
customer volume as well as create a favorable market position in preparation for
competition with future market entries.

     Objectives

     1.   To be the  first  company  in the  United  States  that  will  provide
          comprehensive and coordinated makeover services.
     2.   To  contract  with  plastic  surgeons,  dermatologists,  and  cosmetic
          dentists  who  will  participate  under  written  agreement,  with our
          company (first contracts have already been signed).
     3.   To  set  the  "Gold  Standard"  for  comprehensive  makeover  services
          utilizing  only  board  certified,   well  respected   physicians  and
          dentists.



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<PAGE>



     4.   To provide  services in the  physicians'  offices,  licensed  surgical
          outpatient  centers,  and  hospitals,   as  well  as  established  and
          prestigious salons and spas.
     5.   To  monitor  all  patients  by both a  physician  and the staff of the
          center who will  coordinate the different  procedures over a period of
          time  to meet  the  patient's,  physicians,  and  medically  necessary
          schedules.
     6.   The Company has entered into an affiliation agreement with a financial
          lender  whose   specializes   in  providing   financing  for  cosmetic
          procedures.
     7.   To develop Makeover Gift Certificates for prepayment of services.

     We  anticipate  a  ramp-up  period  of six  months  during  which we expect
approximately  60 calls per day,  increasing to 120 calls per day. Of these,  we
expect  one-third,  or an average of 20  appointments  will be scheduled and our
success rate will move from 5% to 30% of these appointments becoming sales.

     After successfully proving our concept in our test market of South Florida,
it is our intention to open two new markets: New York City and Los Angeles.

Outlook

     We are currently  targeting the  initiation of operations  during May 2005.
This is consistent with our current  longer-term  outlook of maintaining expense
controls  while  opening  markets  allowing  us to  achieve  profitability  very
quickly.  These projections and the underlying  assumptions  involve significant
risks and  uncertainties,  and actual results may vary  significantly from these
current  projections.  These risks, among others,  include those relating to our
ability to  successfully  market and  generate  patient  volume,  the  Company's
ability to maintain  contracts with  physicians  and other medical  providers at
favorable  rates,  and any  lawsuits  that  may  arise  in the  course  of doing
business.  We  undertake  no duty to update  these  projections,  whether due to
changes in current or expected trends, or underlying market conditions


Item 3 - Controls and Procedures

     Our management,  which includes our Chief Executive 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 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.
There have been no significant changes made in our internal controls or in other
factors that could significantly  affect our internal controls subsequent to the
end of the period covered by this report based on such evaluation.







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<PAGE>



                                     PART II
                                OTHER INFORMATION


Item 1  Legal Proceedings

There are no pending or anticipated legal proceedings


Item 2  Changes in  securities, use of  proceeds  and small  business  issuer of
        equity securities

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 and reports on Form 8-K

     (a) The exhibits  required to be filed  herewith by Item 601 of  Regulation
S-B, as described in the following index of exhibits, are incorporated herein by
reference, as follows:

Exhibit
Number    Description
--------  -----------------------


31.1  *   Certification  of the Chief  Executive  Officer,  pursuant  to  Rule
          13a-14(a)  or  15d-14(a),  as adopted  pursuant  to Section 302 of the
          Sarbanes-Oxley Act of 2002.


31.2  *   Certification  of  the  Chief  Financial  Officer,  pursuant  to  Rule
          13a-14(a)  or  15d-14(a),  as adopted  pursuant  to Section 302 of the
          Sarbanes-Oxley Act of 2002.


32.1  *   Certification  of the Chief Executive  Officer,  pursuant to 18 U.S.C.
          Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
          Act of 2002.





                                       15
<PAGE>



32.2  *   Certification  of the Chief Financial  Officer,  pursuant to 18 U.S.C.
          Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
          Act of 2002.
------------------------
*     Filed herewith.


     (b) Reports on Form 8-K. 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 January 7, 2005, we filed a Current  Report on Form 8-K dated January 3,
2005  disclosing  that Kaufman,  Rossin,  & Co. had resigned as its  independent
auditors.

     On January 14, 2005,  we filed a Current  Report on Form 8-K dated  January
14, 2005  disclosing that the Company had engaged DeMeo,  Young,  McGrath as its
independent auditors.

     On January 26, 2005,  we filed a Current  Report on Form 8-K dated  January
21,  2005  disclosing  the  resignation  of  Director  and  President  - Leonard
Weinstein,  PhD, the  appointment  of Randy Baker as the  President  and CEO and
Harry Glenn, MD as the COO and Chief Medical Officer.

     On February 28, 2005, we filed a Current  Report on Form 8-K dated February
28, 2005 disclosing that the Company entered into an agreement to acquire Garden
of Eden Skin Care, Inc.

     On March 14,  2005,  we filed a Current  Report on Form 8-K dated March 14,
2005  disclosing the resignation of Harry Glenn, MD as the COO and Chief Medical
Officer.

     On April 6,  2005,  we filed a Current  Report on Form 8-K dated  March 31,
2005 disclosing that the Company entered into an agreement to acquire R&I Salon,
Inc. and the appointment of John Moore as Vice President and COO.

     On April 18,  2005,  we filed a Current  Report on Form 8-K dated April 12,
2005  disclosing that the Company entered into an agreement to acquire Skin Care
Center, Inc. and the Company dismissed DeMeo, Young,  McGrath as its independent
auditors and engaged Lawrence Scharfman, CPA as its independent auditor.





                                       16
<PAGE>





                                    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/ Stephen H Durland
---------------------------------
Stephen H. Durland
Acting Chief Executive Officer,
and Director

Date: May 23, 2005








--------------------------------
*    Stephen H.  Durland has signed both on behalf of the  registrant  as a duly
     authorized  acting  officer  and  as  the  Registrant's   acting  principal
     accounting officer.






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