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

                                   FORM 10-QSB

                              For the Quarter Ended
                                  June 30, 2005
 (Mark one)

[X]  Quarterly  Report Under Section 13 or 15(d) of The Securities  Exchange Act
     of 1934

For the quarterly period ended June 30, 2005

[_]  Transition Report Under Section 13 or 15(d) of The Securities  Exchange Act
     of 1934

For the transition period from ______________ to _____________

Commission File Number: 0-11596


                     MEDICAL MAKEOVER CORPORATION OF AMERICA
        ---------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


       Delaware                                             20-0799349
----------------------------                            -------------------
(State or other jurisdiction                            (IRS Employer
 of incorporation)                                      Identification No.)


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


Registrant's telephone number, including area code: (561) 651-4146


                                      N/A
          -------------------------------------------------------------
          (Former name or former address, if changes since last report)


Copies to:                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 June 30, 2005, there were approximately  52,423,497 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




Balance Sheet................................................................F-2

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

Statement of Stockholders' Equity............................................F-4

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

Notes to Financial Statements................................................F-6




















                                       F-1

<PAGE>



<TABLE>
<CAPTION>
                     Medical Makeover Corporation of America
                           Consolidated Balance Sheet

                                                                                   June 30, 2005     December 31, 2004
                                                                                ------------------- ------------------
                                                                                 (unaudited)
<S>                                                                             <C>                 <C>
                                ASSETS
CURRENT ASSETS
  Cash                                                                          $                 0 $            4,377
 Inventory                                                                                   44,736                  0
                                                                                ------------------- ------------------
          Total current assets                                                               44,736              4,377
                                                                                ------------------- ------------------

PROPERTY AND EQUIPMENT
  Leasehold improvements                                                                     13,615                  0
  Furniture, fixtures and equipment                                                         160,764             20,671
  Vehicles                                                                                   53,950                  0
        Less accumulated depreciation                                                       (34,103)            (2,067)
                                                                                ------------------- ------------------
          Net property and equipment                                                        194,226             18,604
                                                                                ------------------- ------------------

OTHER ASSETS
  Goodwill                                                                                  408,992                  0
  Deposits and prepaid expenses                                                              16,096              6,766
                                                                                ------------------- ------------------
                                                                                            425,088              6,766
                                                                                ------------------- ------------------
Total Assets                                                                    $           664,050 $            4,377
                                                                                =================== ==================
                        LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Bank overdraft                                                                $             9,440 $                0
  Accounts payable                                                                           33,364             15,868
  Accrued liabilities                                                                       148,526              8,934
  Bank loan payable                                                                          42,524                  0
  Short-term loans                                                                          407,500             20,000
  Lease payable                                                                              41,754                  0
  Stockholder loans and accrued interest                                                    224,692             82,181
                                                                                ------------------- ------------------
          Total current liabilities                                                         907,800            126,983
                                                                                ------------------- ------------------
Total Liabilities                                                                           907,800            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 10,000,000,000 shares;
      52,242,497 issued and outstanding                                                       5,242              4,700
  Additional paid-in capital                                                                793,119            460,400
  Deficit accumulated during the development stage                                       (1,042,111)          (562,336)
                                                                                ------------------- ------------------
          Total stockholders' equity (deficit)                                             (243,750)           (97,236)
                                                                                ------------------- ------------------
Total Liabilities and  Stockholders' Equity (Deficit)                           $           664,050 $           29,747
                                                                                =================== ==================
</TABLE>


     The accompanying notes are an integral part of the financial statements

                                       F-2

<PAGE>



<TABLE>
<CAPTION>
                     Medical Makeover Corporation of America
                            Statements of Operations
                                   (Unaudited)



                                                                Three Months Ended               Six Months Ended
                                                                     June 30,                        June 30,
                                                          -----------------------------   -----------------------------
                                                             2005             2004           2005             2004
                                                          -------------- --------------   -------------- --------------
<S>                                                       <C>            <C>              <C>            <C>

REVENUES                                                  $      349,375 $            0   $      352,976 $          200

COST OF SALES                                                     55,067              0           55,067              0
                                                          -------------- --------------   -------------- --------------

    GROSS MARGIN                                                 294,308              0          297,909            200

OPERATING EXPENSES:
   General and administrative expenses                           139,843         28,619          212,568         28,719
   Salaries                                                      603,421              0          603,421              0
   Marketing and advertising                                       9,196        101,426           11,734        101,426
   Consulting fees                                                98,435              0          107,935         37,000
   Professional fees                                              19,688         42,868           21,188         47,868
   Interest expense                                                  883              0              883              0
   Management fees to a related party                                  0         52,216                0         52,623
   Depreciation                                                   11,374            689           12,063            689
                                                          -------------- --------------   -------------- --------------

          Total expenses                                         882,840        225,818          969,792        268,325
                                                          -------------- --------------   -------------- --------------

Net income (loss)                                         $     (533,465)$     (225,818)  $     (616,816)$     (268,125)
                                                          ============== ==============   ============== ==============

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

Number of weighted average common shares outstanding          52,351,702     46,766,841       51,674,694     46,766,841
                                                          ============== ==============   ============== ==============
</TABLE>










     The accompanying notes are an integral part of the financial statements

                                       F-3

<PAGE>



<TABLE>
<CAPTION>
                     Medical Makeover Corporation of America
                  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)
Shares issued for services                       3,993,250       399    239,196             0              0        239,595
Shares issued for acquisitions                   1,433,334       143     93,523             0        137,041        230,707
Net loss                                                 0         0          0             0       (616,816)      (616,816)
                                              ------------ --------- ---------- -------------  ------------- --------------
ENDING BALANCE, June 30, 2005
(unaudited)                                     52,423,497 $   5,242 $  793,119 $           0  $  (1,042,111)$     (243,750)
                                              ============ ========= ========== =============  ============= ==============
</TABLE>




     The accompanying notes are an integral part of the financial statements

                                       F-4

<PAGE>



<TABLE>
<CAPTION>
                     Medical Makeover Corporation of America
                            Statements of Cash Flows
                        For the Six Months Ended June 30,
                                   (Unaudited)

                                                                                      2005                2004
                                                                                -----------------  ------------------
<S>                                                                             <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                        $        (616,816) $         (268,125)
Adjustments to reconcile net loss to net cash used by operating activities:
        Stock issued for services                                                         239,595              37,090
        Depreciation                                                                       12,063                 689
Changes in operating assets and liabilities
        (Increase) decrease in inventory                                                   23,390                   0
        (Increase) decrease in deposits and prepaid expenses                                3,329              (6,766)
        Increase (decrease) in accounts payable                                            17,495              12,053
        Increase (decrease) in accrued liabilities                                        130,658             (89,683)
        Increase (decrease) in accrued interest                                               882                   0
        Increase (decrease) in accrued salaries                                                 0               8,934
                                                                                -----------------  ------------------
Net cash used by operating activities                                                    (189,404)           (305,808)
                                                                                -----------------  ------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Net liabilities acquired                                                            (195,365)                  0
     Purchase of property and equipment                                                   (17,648)            (20,671)
                                                                                -----------------  ------------------
Net cash used by investing activities                                                    (213,013)            (20,671)
                                                                                -----------------  ------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock                                                          0             290,000
Proceeds from third party loan                                                            385,000                   0
Payments on third party loans                                                             (12,334)                  0
Payments on stockholders' loans                                                           (35,500)                  0
Proceeds from stockholders' loans                                                          51,434              50,000
                                                                                -----------------  ------------------
Net cash provided by financing activities                                                 388,600             340,000
                                                                                -----------------  ------------------
Net increase (decrease) in cash                                                           (13,817)             13,521
                                                                                -----------------  ------------------

CASH, beginning of period                                                                   4,377                 162
                                                                                -----------------  ------------------

CASH, end of period                                                             $          (9,440) $           13,683
                                                                                =================  ==================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid in cash                                                           $             883  $                0
                                                                                =================  ==================
Non-Cash Financing Activities:
  144 common stock issued to retire debt                                        $               0  $           89,583
                                                                                =================  ==================
</TABLE>



     The accompanying notes are an integral part of the financial statements

                                       F-5

<PAGE>



                     Medical Makeover Corporation of America
                   Notes to Consolidated Financial Statements
                   (Information with regard to the six months
                   ended June 30, 2005 and 2004 is unaudited)

Item 1 - Consolidated Financial Statements

(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
                   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 six
months ended June 30, 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 six 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.

     In April 2005, the Company  issued  1,433,334  shares of restricted  common
stock in  conjunction  to the cash payments for the purchase of R&I Salon,  Inc.
and Aventura Electrolysis and Skin Care Center, Inc. These shares were valued at
$93,666,  or  approximately  $0.065 per share.  In June 2005, the Company issued
3,993,250  shares of  restricted  common stock to the  Company's  President  for
services  rendered over the prior six months,  in accordance with his employment
agreement. These shares were valued at $239,595, or $0.06 per share.

(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


                                       F-7

<PAGE>



                     Medical Makeover Corporation of America
                   Notes to Consolidated Financial Statements

(5)  Income Taxes, continued

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 June 30, 2005 is 100%.

(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 and $120 for the year ended  December 31, 2004 and 2003,
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  and  $9,000  for  the  year  ended   December  31,  2004  and  2003,
respectively. In addition, the Company incurred interest expense amounting to $0
and $900 for the year ended December 31, 2004 and 2003, 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 and $900, and
formerly incurred expenses of $200 and $600 relating to website trafficking fees
to other website companies,  related by virtue of common ownership, for the year
ended December 31, 2004 and 2003, 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 matured 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 $35,500 were made on these
notes in the first half-year 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. In April 2005, the Company acquired two companies within its
business plan parameters and combined these businesses in a single location.



                                       F-8

<PAGE>


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

(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.

     In June the  Company  received  a  $250,000  convertible  loan from a third
party. This loan matures in six months and carries a 10% interest rate.















                                       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 June 30, 2005 AND 2004

Results of operations

     For the quarter ended June 30, 2005, we experienced  significant changes in
our  operating  activities,  primarily  as a result  of our  acquisition  of two
operating businesses, (R&I Salon & Aventura Electrolysis & Skin Care), in April.
Our loss for the quarter,  $533,500 was significantly larger than we expected as
a norm due to the  non-recurring  issuance of shares to our President  valued at
$239,600 and certain  transitional  expenses relating to the  acquisitions.  Our
loss for the same quarter in 2004 was $225,800, principally expenditures made to
develop our then new business plan, since disposed of.

Net Operating Revenues

     We had operating  revenue of $349,400 and $0 for the quarter ended June 30,
2005, and 2004, respectively.

Operating Expenses and Charges

     The  significant  operating  expenses  for the quarter  ended June 30, 2005
included $139,800 in general and administrative expenses,  $603,400 in salaries,
(including  the  aforementioned  $239,600 in stock issued to our  President) and
professional  fees  of  $98,400.  For the  quarter  ended  June  30,  2004,  the
significant operating expenses included $101,400 in marketing expenses.

Liquidity and Capital Resources

     For the quarter ended June 30, 2005,  the Company  generated  negative cash
flow from  operations,  which again is not our expected norm. This was caused by
certain transitional  expenses relating to the acquisitions.  Consequently,  the
Company has been dependent upon its lenders to fund its cash  requirements.  The
same situation existed for the Quarter ended June 30, 2004.

     As of June 30,  2005,  the  Company  had a cash  overdraft  of $9,400.  The
Company's  total  assets  increased  from  $29,747 as of  December  31,  2004 to
$664,000.  This increase is attributable to the acquisitions.  Total liabilities
increased  from  $126,983 to  $907,800.  This  increase is  attributable  to the
acquisitions  and borrowing an  additional  $385,000.  As of June 30, 2004,  the
Company had no  outstanding  debt other than ordinary  trade  payables,  accrued
salaries, stockholder loans and third party loans.

FOR THE SIX MONTHS ENDED June 30, 2005 AND 2004

Results of operations

     For the six months ended June 30, 2005, we experienced  significant changes
in our operating  activities,  primarily as a result of our  acquisition  of two
operating businesses, (R&I Salon & Aventura Electrolysis & Skin Care), in April.
Our loss for the quarter,  $616,800 was significantly larger than we expected as
a norm due to the  non-recurring  issuance of shares to our President  valued at
$239,600 and certain  transitional  expenses relating to the  acquisitions.  Our
loss for the same period in 2004 was $268,100,  principally expenditures made to
develop our then new business plan, since disposed of.

Net Operating Revenues

     We had operating revenue of $353,000 and $200 for the six months ended June
30, 2005, and 2004, respectively.

Operating Expenses and Charges

     The significant  operating  expenses for the six months ended June 30, 2005
included $212,600 in general and administrative expenses,  $603,400 in salaries,
(including  the  aforementioned  $239,600 in stock issued to our  President) and
professional  fees of  $107,900.  For the  same  period  2004,  the  significant
operating expenses included $101,400 in marketing expenses.

Liquidity and Capital Resources

     For the six months ended June 30, 2005, the Company generated negative cash
flow from  operations,  which again is not our expected norm. This was caused by
certain transitional  expenses relating to the acquisitions.  Consequently,  the
Company has been dependent upon its lenders to fund its cash  requirements.  The
same situation existed for the Quarter ended June 30, 2004.

     As of June 30,  2005,  the  Company  had a cash  overdraft  of $9,400.  The
Company's  total  assets  increased  from  $29,747 as of  December  31,  2004 to
$664,000.  This increase is attributable to the acquisitions.  Total liabilities
increased  from  $126,983 to  $907,800.  This  increase is  attributable  to the
acquisitions  and borrowing an  additional  $385,000.  As of June 30, 2004,  the
Company had no  outstanding  debt other than ordinary  trade  payables,  accrued
salaries, stockholder loans and third party loans.

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.
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.

     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  acquired  two  companies  in the  projected  line  of  business  as the
initiation of operations  during April 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.

     "As of the end of the period  covered  by this  Report,  management  of the
Company,  with  the  participation  of the  Company's  Chief  Executive  Officer
(principal   executive  officer)  and  the  Company's  Chief  Financial  Officer
(principal  financial  officer),  evaluated the  effectiveness  of the Company's
disclosure  controls  and  procedures,  as defined in Rule  13a-15(e)  under the
Securities  Exchange  Act of 1934.  Based  on that  evaluation,  these  officers
concluded  that,  as of June 30, 2005,  the  Company's  disclosure  controls and
procedures were effective.

     During  the  quarter  ended  June 30,  2005,  there  were no changes in the
Company's  internal  control  over  financial  reporting  that  have  materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting."



                                     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 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,  dated May 14,  2005,
          pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

31.2  *   Certification  of the Acting Chief  Financial  Officer,  dated May 14,
          2005, pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

32.1  *   Certification Chief Executive Officer, dated May 14, 2005, pursuant to
          Section 906 of Sarbanes-Oxley Act of 2002.

32.1  *   Certification  Acting  Chief  Financial  Officer,  dated May 14, 2005,
          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:

     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.





<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

Date: August 16, 2005           /s/ Stephen H. Durland
                                -------------------------
                                Stephen H Durland
                                Acting Chief Executive Officer,
                                and Director*



---------------------------
*    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.