UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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, 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
                 -----------------------------------------------
                 (Name of Small Business Issuer in its Charter)

                     500 Australian Avenue South, Suite 619
                         West Palm Beach, Florida 33401
                         Telephone number (561) 651-4146
            -------------------------------------------------------
             (Address and Telephone of principal executive offices)

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





<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 September 30, 2005, there were approximately 51,592,418 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   Financial Statements (Unaudited)

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

Item 3   Controls and Procedures

Exhibits



                          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   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














<PAGE>



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


                                                                                 September 30, 2005    December 31, 2004
                                                                                --------------------- -------------------
                                                                                    (unaudited)
<S>                                                                             <C>                   <C>
                                ASSETS
CURRENT ASSETS
  Cash                                                                          $                 313 $             4,377
 Inventory                                                                                          0                   0
                                                                                --------------------- -------------------
          Total current assets                                                                    313               4,377
                                                                                --------------------- -------------------
PROPERTY AND EQUIPMENT
  Leasehold improvements                                                                            0                   0
  Furniture, fixtures and equipment                                                                 0              20,671
  Vehicles                                                                                          0                   0
        Less accumulated depreciation                                                               0              (2,067)
                                                                                --------------------- -------------------
          Net property and equipment                                                                0              18,604
                                                                                --------------------- -------------------
OTHER ASSETS
  Goodwill                                                                                          0                   0
  Deposits and prepaid expenses                                                                     0               6,766
                                                                                --------------------- -------------------
                                                                                                    0               6,766
                                                                                --------------------- -------------------
Total Assets                                                                    $                 313 $            29,747
                                                                                ===================== ===================
                        LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable                                                              $              18,869 $            15,868
  Accrued liabilities                                                                          59,592               8,934
  Short-term loans                                                                            405,000              20,000
  Stockholder loans and accrued interest                                                       46,681              82,181
                                                                                --------------------- -------------------
          Total current liabilities                                                           530,142             126,983
                                                                                --------------------- -------------------
Total Liabilities                                                                             530,142             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;
      51,592,418 and 46,996,913 issued and outstanding                                          5,159               4,700
  Additional paid-in capital                                                                  717,603             460,400
  Deficit accumulated during the development stage                                         (1,252,591)           (562,336)
                                                                                --------------------- -------------------
          Total stockholders' equity (deficit)                                               (529,829)            (97,236)
                                                                                --------------------- -------------------
Total Liabilities and  Stockholders' Equity (Deficit)                           $                 313 $            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                 Nine Months Ended
                                                                September 30,                      September 30,
                                                       --------------------------------   --------------------------------
                                                             2005             2004              2005             2004
                                                       ----------------- --------------   ----------------- --------------
<S>                                                    <C>               <C>              <C>               <C>

REVENUES                                               $               0 $        3,400   $           3,777 $        3,600

COST OF SALES                                                          0              0               4,163              0
                                                       ----------------- --------------   ----------------- --------------

    GROSS MARGIN                                                       0          3,400                (386)         3,600

OPERATING EXPENSES:
   General and administrative expenses                            11,843         74,095              81,523        102,914
   Salaries                                                        4,853              0             339,993              0
   Marketing and advertising                                           0          3,439               9,288        104,865
   Consulting fees                                                19,068              0             126,003         37,000
   Professional fees                                                   0              0               4,000         47,868
   Interest expense                                                    0          2,463                 883          2,463
   Management fees to a related party                                  0          5,600                   0         58,223
   Depreciation                                                        0            689               1,378          1,378
                                                       ----------------- --------------   ----------------- --------------

          Total expenses                                          35,764         86,286             563,068        354,711
                                                       ----------------- --------------   ----------------- --------------

Other income (expense)
   Loss on abandonment                                          (130,964)             0            (130,964)             0
                                                       ----------------- --------------   ----------------- --------------

Net income (loss)                                      $        (166,728)$      (82,886)  $        (690,255)$     (351,111)
                                                       ================= ==============   ================= ==============

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

Number of weighted average common shares outstanding          51,592,418     46,996,913          51,592,418     46,996,913
                                                       ================= ==============   ================= ==============
</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                   4,595,505        459     257,203              0                 0           257,662
Shares issued for acquisitions               1,433,334        143      93,523              0                 0            93,666
Shares cancelled for voided acquisitions    (1,433,334)      (143)    (93,523)             0                 0           (93,666)
Net loss                                             0          0           0              0          (690,255)         (690,255)
                                         ------------- ---------- ----------- --------------  ---------------- -----------------
ENDING BALANCE, September 30, 2005
(unaudited)                                 51,592,418 $    5,159 $   717,603 $            0  $     (1,252,591)$        (529,829)
                                         ============= ========== =========== ==============  ================ =================
</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 Nine Months Ended September 30,
                                   (Unaudited)

                                                                                      2005                2004
                                                                                -----------------  ------------------
<S>                                                                             <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                        $        (690,255) $         (351,111)
Adjustments to reconcile net loss to net cash used by operating activities:
        Stock issued for services                                                         257,662              56,690
        Depreciation                                                                        1,378               1,378
Changes in operating assets and liabilities
        (Increase) decrease in inventory                                                        0                   0
        (Increase) decrease in deposits and prepaid expenses                                    0              (6,766)
        Increase (decrease) in accounts payable                                             3,001              31,417
        Increase (decrease) in accrued liabilities                                         50,658             (89,683)
        Increase (decrease) in accrued interest                                             3,992               1,863
        Increase (decrease) in accrued salaries                                                 0               8,934
                                                                                -----------------  ------------------

Net cash used by operating activities                                                    (373,564)           (347,278)
                                                                                -----------------  ------------------

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

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

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock                                                          0             290,000
Proceeds from third party loan                                                            405,000                   0
Payments on third party loans                                                                   0                   0
Payments on stockholders' loans                                                           (35,500)                  0
Proceeds from stockholders' loans                                                               0              77,855
                                                                                -----------------  ------------------

Net cash provided by financing activities                                                 369,500             367,855
                                                                                -----------------  ------------------

Net increase (decrease) in cash                                                            (4,064)                (94)
                                                                                -----------------  ------------------

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

CASH, end of period                                                             $             313  $               68
                                                                                =================  ==================

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 nine months
                 ended September 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.

(2) Basis of Presentation
     The accompanying  unaudited  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.

     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.


                                       F-6
<PAGE>



                     Medical Makeover Corporation of America
                   Notes to Consolidated Financial Statements

(3) Significant Accounting Policies, (continued)
     e) Interim  financial  information:  The financial  statements for the nine
months  ended  September  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 nine 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 the third quarter were voided ab
initio for  numerous  reasons  and the stock was  returned  to the  Company  for
cancellation.  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.  In the third quarter the Company  issued 602,255
shares of restricted common stock in exchange for services valued at $18,068, or
$0.03 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  $1,252,600  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.



                                       F-7
<PAGE>



                     Medical Makeover Corporation of America
                   Notes to Consolidated Financial Statements

(5) Income Taxes, continued
     Deferred tax assets are reduced by a valuation allowance if, in the opinion
of  management,  it is more  likely  than not that  some  portion  or all of the
deferred  tax assets will not be  realized.  Management's  valuation  procedures
consider  projected  utilization  of deferred  tax assets over the next  several
years,  and  continually  evaluate  new  circumstances  surrounding  the  future
realization of such assets.  The difference  between income taxes and the amount
computed by applying the federal  statutory  tax rate to the loss before  income
taxes is due to an increase in the deferred tax asset valuation  allowance.  The
valuation allowance at September 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.







                                       F-8
<PAGE>



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



(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
$1,252,600  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.

(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 SEPTEMBER 30, 2005 AND 2004

Results of operations

     For the quarter  ended  September  30,  2005,  we  experienced  significant
changes in our  operating  activities,  primarily as a result of our disposal by
voiding the  acquisitions  ab initio of two operating  businesses,  (R&I Salon &
Aventura  Electrolysis  & Skin  Care.  Our loss  for the  quarter,  $35,800  was
representative  of the result of this  action.  Our loss for the same quarter in
2004 was $86,300, principally expenditures made to develop our then new business
plan, since disposed of.

Net Operating Revenues

     We had operating  revenue of $0 and $3,400 for the quarter ended  September
30, 2005, and 2004, respectively.

Operating Expenses and Charges

     The significant operating expenses for the quarter ended September 30, 2005
included $11,800 in general and administrative expenses, $4,800 in salaries, and
consulting fees of $19,100. For the quarter ended June 30, 2004, the significant
operating expenses included $74,100 in general and administrative expenses.

Liquidity and Capital Resources

     For the quarter ended  September 30, 2005, the Company  generated  negative
cash flow from  operations.  This was  caused by certain  transitional  expenses
relating to the disposals. Consequently, the Company has been dependent upon its
lenders  to fund  its cash  requirements.  The same  situation  existed  for the
Quarter ended September 30, 2004.

     At September 30, 2005, the Company had a cash of $300. The Company's  total
assets  decreased from $29,747 as of December 31, 2004 to $300. This decrease is
attributable  to the  disposals.  Total  liabilities  increased from $126,983 to
$530,100.  This increase is  attributable to the  acquisitions  and borrowing an
additional  $385,000.  As of September 30, 2004,  the Company had no outstanding
debt other than ordinary trade payables, accrued salaries, stockholder loans and
third party loans.



                                       13
<PAGE>



FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004

Results of operations

     For the nine months ended  September 30, 2005, we  experienced  significant
changes in our  operating  activities,  primarily as a result of our disposal by
voiding the  acquisitions  ab initio of two operating  businesses,  (R&I Salon &
Aventura  Electrolysis  & Skin  Care).  Our loss for the  period,  $690,300  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
$354,700,  principally  expenditures made to develop our then new business plan,
since disposed of.

Net Operating Revenues

     We had  operating  revenue of $3,800 and $3,600 for the nine  months  ended
September 30, 2005, and 2004, respectively.

Operating Expenses and Charges

     The significant  operating expenses for the nine months ended September 30,
2005  included  $81,500 in general  and  administrative  expenses,  $340,000  in
salaries,  (including  the  aforementioned  $239,600  in  stock  issued  to  our
President)  and  consulting  fees of  $126,000.  For the same period  2004,  the
significant operating expenses included $104,900 in marketing expenses.

Liquidity and Capital Resources

     For the nine  months  ended  September  30,  2005,  the  Company  generated
negative  cash flow from  operations.  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 nine months ended September 30, 2004.

     At September 30, 2005,  the Company had cash of $300.  The Company's  total
assets  decreased from $29,747 as of December 31, 2004 to $300. This increase is
attributable to the acquisitions.  Total liabilities  increased from $126,983 to
$530,100.  This increase is  attributable to the  acquisitions  and borrowing an
additional  $385,000.  As of September 30, 2004,  the Company had no outstanding
debt other than ordinary trade payables, accrued salaries, stockholder loans and
third party loans.

Business Plan and Strategy

     Medical  Makeover  Corporation  of  America  is in  the  initial  phase  of
activities  aimed at launching a national chain of quick  service,  non-invasive
medical grade  aesthetic/self  improvement  centers.  These centers will provide
"makeover    services"    that    include   hair   care,    skin    beautifying,
rejuvenation/disease  prevention  treatments  and skin care  products to men and
woman from  children to the  elderly.  The plan is to acquire,  consolidate  and
transform a diverse group of existing  aesthetic centers that have a time-tested
track record of success. These centers will, upon consolidation, be converted to
client  centered  practices  that  utilize  a  delivery  system  with a focus on
customer needs. The Medical Makeover centers will utilize latest in non-invasive
technologies  delivered in  combination.  These  services  will produce  optimal
cosmetic results for each individual client of the Company.



                                       14
<PAGE>



     MMAM's primary growth  strategy will be thru the acquisition of day spa and
related  health & beauty,  or wellness  practices as well as active  cosmetic or
dermatology  practices in targeted  markets.  MMAM will  conduct  cost-effective
sales and marketing programs to draw new  patients/customers to the MMAM Centers
as a "one stop" resource for cosmetic services and products.  MMAM's key message
will be that its Centers deliver high quality,  effective  cosmetic results in a
consumer-centric environment and attitude.

     The atmosphere of comfort and relaxation, the focus on customer service and
convenience and the availability of a full range of treatments from preventative
to therapeutic,  uniquely distinguishes MMAM from having the perception of being
a cold and clinical setting of a doctor's practice in a medical complex.

Objectives

     1.   To be among the first company in the USA to provide  comprehensive and
          coordinated non invasive, appearance improvement services
     2.   To  contract  with   professional,   licensed  service  providers  and
          physicians  to  provide  services  to MMAM  clients  through a written
          contract with the Company
     3.   To set the standard for comprehensive  makeover services utilizing the
          services of the professionals under contract with the Company
     4.   To provide  services under a "one stop shop"  facility.  These Medical
          Makeover  centers  will  offer a wide  variety  of  services  aimed at
          appearance  improvement  and delivery  efficiencies  for the client in
          terms of cost and time.

Outlook

     The 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.




                                       15
<PAGE>



                           PART II - OTHER INFORMATION


Item 1  Legal Proceedings

     There are no pending or anticipated legal proceedings


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

     None


Item 3   Defaults upon senior securities

     None


Item 4   Submission of matters to a vote of security holders

     None


Item 5   Other information

     None


IItem 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.

Exhibit
number      Descriptions
---------   -----------------------

31.1        Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

31.2        Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

32.1        Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

32.2        Certification 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 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.



                                       16
<PAGE>



     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.




                                    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: December 12, 2005




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








                                       17