UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   Form 10-QSB


(Mark one)

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

For the quarterly period ended September 30, 2004

[_]  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
                     ---------------------------------------
                        Formerly Cactus New Media I, Inc.


       Delaware                                           20-0799349
-------------------------------                 --------------------------------
(State of incorporation)                          (I.R.S. Employer ID Number)

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


                                 (561) 651-4146
                      ------------------------------------
                           (Issuer's telephone number)




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 November 15, 2004, 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


                                                                          September 30, 2004    December 31, 2003
                                                                         --------------------- --------------------
                                                                              (unaudited)
<S>                                                                      <C>                   <C>
                                 ASSETS
CURRENT ASSETS
  Cash                                                                   $                  68 $                162
  Accounts receivable                                                                        0                    0
                                                                         --------------------- --------------------
          Total current assets                                                              68                  162
                                                                         --------------------- --------------------

PROPERTY AND EQUIPMENT
  Furniture, fixtures and equipment                                                     20,671                    0
        Less accumulated depreciation                                                   (1,378)                   0
                                                                         --------------------- --------------------
          Net property and equipment                                                    19,293                    0
                                                                         --------------------- --------------------

OTHER ASSETS
  Deposits and prepaid expenses                                                          6,766                    0
                                                                         --------------------- --------------------
                                                                                         6,766                    0
                                                                         --------------------- --------------------
Total Assets                                                             $              26,127 $                162
                                                                         ===================== ====================

             LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable                                                       $              31,417 $                  0
  Accrued liabilities, $0 and $84,701 to related parties                                     0              179,593
  Accrued salaries                                                                       8,934                    0
  Stockholder loans and accrued interest                                                79,718                    0
                                                                         --------------------- --------------------
          Total current liabilities                                                    120,069              179,593
                                                                         --------------------- --------------------
Total Liabilities                                                                      120,069              179,593
                                                                         --------------------- --------------------

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 and 1,507,500 issued and outstanding                                    4,700                  151
  Additional paid-in capital                                                           460,400               28,349
  Deficit accumulated during the development stage                                    (559,042)            (207,931)
                                                                         --------------------- --------------------
          Total stockholders' equity (deficit)                                         (93,942)            (179,431)
                                                                         --------------------- --------------------
Total Liabilities and  Stockholders' Equity (Deficit)                    $              26,127 $                162
                                                                         ===================== ====================
</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

                                                                                                             From
                                                      Three Months Ended        Nine Months Ended       March 29, 1999
                                                        September 30,             September 30,          (Inception)
                                                   ------------------------ -------------------------      through
                                                       2004        2003         2004         2003       Sept 30, 2004
                                                   ------------ ----------- ------------- ----------- ------------------
<S>                                                <C>          <C>         <C>           <C>         <C>
REVENUES                                           $      3,400 $       300 $       3,600 $       600 $           40,610
                                                   ------------ ----------- ------------- ----------- ------------------
OPERATING EXPENSES:
   General and administrative expenses                   74,095          30       102,914         690            146,575
   Marketing and advertising                              3,439           0       104,865           0            104,865
   Consulting fees                                            0           0        37,000           0             38,100
   Professional fees                                          0         500        47,868       4,000            186,448
   Interest to a related party                            2,463         300         2,463         900              8,063
   Management fees to a related party                     5,600       3,000        58,223       9,000            114,223
   Depreciation                                             689           0         1,378           0              1,378
                                                   ------------ ----------- ------------- ----------- ------------------

          Total expenses                                 86,286       3,830       354,711      14,590            599,652
                                                   ------------ ----------- ------------- ----------- ------------------

Net income (loss)                                  $    (82,886)$    (3,530)$    (351,111)$   (13,990)$         (559,042)
                                                   ============ =========== ============= =========== ==================

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

Number of weighted average common shares
outstanding                                          46,996,913   1,507,500    46,996,913   1,507,500
                                                   ============ =========== ============= ===========
</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       (351,111)      (351,111)
                                        ------------- ----------- ----------- --------------- -------------- --------------
ENDING BALANCE, September 30, 2004
(unaudited)                                46,996,913 $     4,700 $   460,400 $             0 $     (559,042)$      (93,942)
                                        ============= =========== =========== =============== ============== ==============
</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

                                                                                                       From
                                                                     Nine Months Ended            March 29, 1999
                                                                       September 30,               (Inception)
                                                              --------------------------------       through
                                                                   2004             2003        September 30, 2004
                                                              --------------- ---------------- --------------------
                                                                (unaudited)     (unaudited)        (unaudited)
<S>                                                           <C>             <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                      $     (351,111) $        (13,690)$           (559,042)
Adjustments to reconcile net loss to net cash used by operating
activities:
        Stock and warrants issued for services                         56,690                0               60,100
        Depreciation                                                    1,378                0                1,378
Changes in operating assets and liabilities
        (Increase) decrease in accounts receivable                          0             (600)                   0
        (Increase) decrease in deposits and prepaid expenses           (6,766)               0               (6,766)
        Increase (decrease) in accounts payable                        31,417                0               31,417
        Increase (decrease) in accrued liabilities                    (89,683)          14,290               90,000
        Increase (decrease) in accrued interest  -related party         1,863                0                1,863
        Increase (decrease) in accrued salaries                         8,934                0                8,934
                                                              --------------- ---------------- --------------------

Net cash used by operating activities                                (347,278)               0             (372,116)
                                                              --------------- ---------------- --------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of property and equipment                               (20,671)               0              (20,671)
                                                              --------------- ---------------- --------------------

Net cash used by investing activities                                 (20,671)               0              (20,671)
                                                              --------------- ---------------- --------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock                                290,000                0              315,000
Proceeds from stockholders' loans                                      77,855                0               77,855
                                                              --------------- ---------------- --------------------

Net cash provided by financing activities                             367,855                0              392,855
                                                              --------------- ---------------- --------------------

Net increase (decrease) in cash                                           (94)               0                   68
                                                              --------------- ---------------- --------------------

CASH, beginning of period                                                 162              101                    0
                                                              --------------- ---------------- --------------------

CASH, end of period                                           $            68 $            101 $                 68
                                                              =============== ================ ====================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Non-Cash Financing Activities:
  144 common stock issued to retire debt                      $        89,583 $              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 nine months ended
                    September 30, 2004 and 2003 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  for  interim  financial
information and with the instructions to Form 10-QSB for quarterly reports under
Section 13 or 15 (d) of the Securities Exchange Act of 1934.  Accordingly,  they
do not include  all of the  information  and  footnotes  required by  accounting
principles  generally  accepted  in the United  States of America  for  complete
financial statements.  In the opinion of management,  all adjustments considered
necessary for a fair presentation have been included and such adjustments are of
a normal recurring  nature.  Operating results for the six months ended June 30,
2004 are not necessarily  indicative of the results that may be expected for the
year ending December 31, 2004. The audited financial  statements at December 31,
2003, which are included in the Company's  Annual Report on Form 10-KSB,  should
be read in conjunction with these condensed consolidated financial statements.





<PAGE>


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

(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 June
30, 2004 and 2003.

     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.


(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  September  30, 2004,  no preferred  stock shares were issued and
outstanding.



<PAGE>



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


     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  $559,000  expiring in various  years from
2019 through 2024.  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  prospectively
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 September 30, 2004 is 100%.



<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, $90 and $530 for the nine months  ended  September  30,
2004 and 2003 and the period from inception  (March 29, 1999) through  September
30, 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 nine months ended  September 30, 2004 and
2003 and the period from inception (March 29, 1999) through  September 30, 2004,
respectively.  In addition,  the Company incurred  interest expense amounting to
$0, $900 and $5,900 for the nine months  ended  September  30, 2004 and 2003 and
the  period  from  inception  (March  29,  1999)  through   September  30,  2004
respectively,  for those services.  In the three and nine months ended September
30,  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 nine months ended September 30, 2004 and 2003 and the period
from inception (March 29, 1999) through September 30, 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,  and the other
has been  converted  to monthly  payments  over 12 months  beginning in November
2004..


(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
$559,000 accumulated from March 29, 1999 (Inception) through September 30, 2004.
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 $200,00



<PAGE>


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

(8)  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  2004                     $  13,428
               December  2005                     $  23,498
               December  2006                     $  24,648
               December  2007                     $  25,320







                [Balance of this page intentionally left blank.]











<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 SEPTEMBER 30, 2004 AND 2003

Results of operations

     For the quarter  ended  September  30,  2004,  we  experienced  significant
changes in our operating  activities,  primarily expenses and had no significant
operations for the quarter ended September 30, 2003.

Net Operating Revenues

     There was  minimal  operating  revenue  of  $3,400  for the  quarter  ended
September 30, 2004, and only minimal revenue for the quarter ended September 30,
2003.

Operating Expenses and Charges

     The significant operating expenses for the quarter ended September 30, 2004
included $74,100 in general and administrative  expenses.  For the quarter ended
September 30, 2003, there were no significant expenses.

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003

Results of operations

     For the nine months ended  September 30, 2004, we  experienced  significant
development and operating activities, primarily expenses, and had no significant
operations for the nine months ended September 30, 2003.

Net Operating Revenues

     There  was  only  minimal  operating  revenue  for the  nine  months  ended
September 30, 2004, and 2003.

Operating Expenses and Charges

     The significant  operating expenses for the nine months ended September 30,
2004  included  $104,900 in marketing and  advertising;  $102,900 in general and
administrative expenses;  $58,300 in management fees, $37,000 in consulting fees
and $47,900 in professional  fees. For the nine months ended September 30, 2003,
there were no significant expenses.

Liquidity and Capital Resources

     For the quarter  ended  September  30, 2004,  the Company has not generated
cash flow from operations. Consequently, the Company has been dependent upon its
principal stockholder and officer to fund its cash requirements.

     As of September 30, 2004, the Company had cash of $68. The Company's  total
assets increased from $162 as of December 31, 2003 to $26,127.  This increase is
attributable  to the  sale of the  Company's  common  stock.  Total  liabilities
decreased  from  $179,593 to  $120,069.  This  decrease is  attributable  to the
reduction  of current  liabilities  by payment in cash and common  stock.  As of
September  30, 2004,  the Company had no  outstanding  debt other than  ordinary
trade payables, accrued salaries and a stockholder loan.

     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.
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 August 2004.
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.



                                     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

     Mr.  Walter  Birch  resigned as Chief  Financial  Officer,  Executive  Vice
President  and  Controller  and Dr.  Leonard  Weinstein  resigned  as  Chairman,
President, and CEO of the Company.


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      Descriptions
--------  -----------------------

31.1  *   Certification  of the Acting Chief Executive  Officer,  dated November
          22, 2004, pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

31.2  *   Certification  of the Acting Chief Financial  Officer,  dated November
          22, 2004, pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

32.1  *   Certification Acting Chief Executive Officer, dated November 22, 2004,
          pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

32.1  *   Certification Acting Chief Financial Officer, dated November 22, 2004,
          pursuant to Section 906 of 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 May 12,  2004,  we filed a Current  Report on Form 8-K dated May 7, 2004
disclosing  that  the  Company  had  dismissed  Baum  &  Company,  P.A.  as  its
independent  auditors and re-engaged its former  independent  auditor,  Kaufman,
Rossin, & Co., as its independent auditors.





<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: November 22, 2004





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