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

                             FORM 10-QSB AMENDMENT 1

 (Mark one)

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

For the Quarter Ended: June 30, 2005

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

For the transition period from ______________ to _____________


Commission File Number: 0-11596

                     MEDICAL MAKEOVER CORPORATION OF AMERICA
                 -----------------------------------------------
                 (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)


---------------------
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes |X| No |_|.



Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).  Yes |_| No |X|.



                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

     As of June 30,  2005,  there were  approximately  50,990,163  shares of the
Issuer's common stock, par value $0.0001 per share outstanding.



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

Copies to:
                        Newman, Pollock & Klein, LLP
                        2424 N. Federal Highway, Suite 411
                        Boca Raton, FL 33431
                        (561) 393 6168


<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



























                                       F-1

<PAGE>


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


                                                                                    June 30, 2005      December 31, 2004
                                                                                -------------------- -------------------
                                                                                     (unaudited)
<S>                                                                             <C>                  <C>
                                        ASSETS
CURRENT ASSETS
  Cash                                                                          $             31,943 $             4,377
 Inventory                                                                                         0                   0
                                                                                -------------------- -------------------
          Total current assets                                                                31,943               4,377
                                                                                -------------------- -------------------
PROPERTY AND EQUIPMENT
  Leasehold improvements                                                                           0                   0
  Furniture, fixtures and equipment                                                           20,671              20,671
  Vehicles                                                                                         0                   0
        Less accumulated depreciation                                                         (3,445)             (2,067)
                                                                                -------------------- -------------------
          Net property and equipment                                                          17,226              18,604
                                                                                -------------------- -------------------
OTHER ASSETS
  Goodwill                                                                                         0                   0
  Deposits and prepaid expenses                                                                3,437               6,766
                                                                                -------------------- -------------------
                                                                                               3,437               6,766
                                                                                -------------------- -------------------
Total Assets                                                                    $             52,606 $            29,747
                                                                                ==================== ===================
                        LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Bank overdraft                                                                $                  0 $                 0
  Accounts payable                                                                            18,868              15,868
  Accrued liabilities                                                                          8,934               8,934
  Bank loan payable                                                                                0                   0
  Short-term loans                                                                           405,000              20,000
  Stockholder loans and accrued interest                                                      46,681              82,181
                                                                                -------------------- -------------------
          Total current liabilities                                                          479,483             126,983
                                                                                -------------------- -------------------
Total Liabilities                                                                            479,483             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;
      50,990,163 issued and outstanding                                                        5,099               4,700
  Additional paid-in capital                                                                 699,596             460,400
  Deficit accumulated during the development stage                                        (1,131,572)           (562,336)
                                                                                -------------------- -------------------
          Total stockholders' equity (deficit)                                              (426,877)            (97,236)
                                                                                -------------------- -------------------
Total Liabilities and  Stockholders' Equity (Deficit)                           $             52,606 $            29,747
                                                                                ==================== ===================
</TABLE>



     The accompanying notes are an integral part of the financial statements

                                       F-2

<PAGE>


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

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

REVENUES                                                    $             176 $            0   $           3,777 $          200

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

    GROSS MARGIN                                                       (3,987)             0                (386)           200

OPERATING EXPENSES:
   General and administrative expenses                                 22,464         28,619              95,189         28,719
   Salaries                                                           335,140              0             335,140              0
   Marketing and advertising                                            6,750        101,426               9,288        101,426
   Consulting fees                                                     98,435              0             107,935         37,000
   Professional fees                                                   13,700         42,868              15,200         47,868
   Interest expense                                                       883              0                 883              0
   Management fees to a related party                                       0         52,216               8,000         52,623
   Depreciation                                                           689            689               1,378            689
                                                            ----------------- --------------   ----------------- --------------

          Total expenses                                              478,061        225,818             573,013        268,325
                                                            ----------------- --------------   ----------------- --------------

Net income (loss)                                           $        (477,885)$     (225,818)  $        (569,236)$     (268,125)
                                                            ================= ==============   ================= ==============

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

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





     The accompanying notes are an integral part of the financial statements

                                       F-3

<PAGE>


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


                                                                                                    Deficit
                                                                                                  Accumulated        Total
                                                                    Additional       Note           During the    Stockholders'
                                         Number of      Common        Paid-In     Receivable       Development       Equity
                                           Shares        Stock        Capital     Stockholder         Stage         (Deficit)
                                        ------------ ------------- ------------- --------------  -------------- ---------------
<S>                                     <C>          <C>           <C>           <C>             <C>            <C>
BEGINNING BALANCE, March 29, 1999                  0 $           0 $           0 $            0  $            0 $             0

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

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

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

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

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

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

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

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

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

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

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

Common stock issued for cash              22,900,000         2,290       287,800              0               0         290,090
Shares issued for services                 9,390,713           939        55,661              0               0          56,600
Shares contributed back to Company        (9,301,300)         (930)          930              0               0               0
Shares issued for settle debt             22,500,000         2,250        87,750              0               0          90,000
Net loss                                           0             0             0              0        (354,405)       (354,405)
                                        ------------ ------------- ------------- --------------  -------------- ---------------
BALANCE, December 31, 2004                46,996,913         4,700       460,400              0        (562,336)        (97,236)
Shares issued for services                 3,993,250           399       239,196              0               0         239,595
Net loss                                           0             0             0              0        (569,236)       (569,236)
                                        ------------ ------------- ------------- --------------  -------------- ---------------
ENDING BALANCE, June 30, 2005
(unaudited)                               50,990,163 $       5,099 $     699,596 $            0  $   (1,131,572)$      (426,877)
                                        ============ ============= ============= ==============  ============== ===============
</TABLE>





     The accompanying notes are an integral part of the financial statements


                                       F-4

<PAGE>


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

                                                                                      2005                2004
                                                                                -----------------  ------------------
<S>                                                                             <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                        $        (569,236) $         (268,125)
Adjustments to reconcile net loss to net cash used by operating activities:
        Stock issued for services                                                         239,595              37,090
        Depreciation                                                                        1,378                 689
Changes in operating assets and liabilities
        (Increase) decrease in inventory                                                        0                   0
        (Increase) decrease in deposits and prepaid expenses                                3,329              (6,766)
        Increase (decrease) in accounts payable                                             3,000              12,053
        Increase (decrease) in accrued liabilities                                              0             (89,683)
        Increase (decrease) in accrued interest                                                 0                   0
        Increase (decrease) in accrued salaries                                                 0               8,934
                                                                                -----------------  ------------------

Net cash used by operating activities                                                    (321,934)           (305,808)
                                                                                -----------------  ------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Net liabilities acquired                                                                   0                   0
     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                                                            385,000                   0
Payments on third party loans                                                                   0                   0
Payments on stockholders' loans                                                           (35,500)                  0
Proceeds from stockholders' loans                                                               0              50,000
                                                                                -----------------  ------------------

Net cash provided by financing activities                                                 349,500             340,000
                                                                                -----------------  ------------------

Net increase (decrease) in cash                                                            27,566              13,521
                                                                                -----------------  ------------------

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

CASH, end of period                                                             $          31,943  $           13,683
                                                                                =================  ==================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid in cash                                                           $               0  $                0
                                                                                =================  ==================

Non-Cash Financing Activities:
  144 common stock issued to retire debt                                        $               0  $           89,583
                                                                                =================  ==================
</TABLE>







     The accompanying notes are an integral part of the financial statements

                                       F-5

<PAGE>



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

Item 1 - Consolidated Financial Statements

(1)  Nature of Business

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

(2)  Basis of Presentation

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

(3)  Significant Accounting Policies

     a) Use of Estimates:  The preparation of financial statements in conformity
with accounting  principles  generally  accepted in the United States of America
requires  management to make estimates and assumptions  that affect the reported
amounts  of assets and  liabilities  and  disclosure  of  contingent  assets and
liabilities at the date of the financial  statements and the reported amounts of
revenues and expenses during the reporting  period.  Actual results could differ
materially from those estimates.

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

     c) Loss per share:  Basic loss per share excludes  dilution and is computed
by dividing the loss attributable to common shareholders by the weighted-average
number of common  shares  outstanding  for the  period.  Diluted  loss per share
reflects  the  potential  dilution  that  could  occur  if  securities  or other
contracts to issue common stock were exercised or converted into common stock or
resulted  in the  issuance of common  stock that  shared in the  earnings of the
Company.  Diluted loss per share is computed by dividing  the loss  available to
common  shareholders by the weighted average number of common shares outstanding
for  the  period  and  dilutive   potential  common  shares  outstanding  unless
consideration  of  such  dilutive   potential  common  shares  would  result  in
anti-dilution.  There were no common  stock  equivalents  for the periods  ended
December 31, 2004 and 2003.

     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 six
months ended June 30, 2005 and 2004,  are unaudited and include all  adjustments
which in the opinion of management are necessary for fair presentation, and such
adjustments are of a normal and recurring nature. The results for the six months
are not indicative of a full year results.

(4)  Stockholders' Equity (Deficit)

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

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

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

In June 2005, the Company issued 3,993,250 shares of restricted  common stock to
the  Company's  President for services  rendered  over the prior six months,  in
accordance with his employment agreement.  These shares were valued at $239,595,
or $0.06 per share.

(5)  Income Taxes

Deferred  income taxes  (benefits)  are provided for certain income and expenses
which are  recognized  in  different  periods  for tax and  financial  reporting
purposes.  The Company had net  operating  loss carry-  forwards  for income tax
purposes of approximately  $646,600  expiring in various years from 2019 through
2025.  Due to the change in  ownership  in  February  2004,  the prior years net
operating loss  carry-forwards  are subject to substantial  restrictions and may
only be utilized to offset approximately $7,000 of annual taxable income as well
as any unrealized  appreciation  on assets existing at the time of the ownership
change.  Deferred  tax assets are  reduced by a valuation  allowance  if, in the
opinion of  management,  it is more likely than not that some  portion or all of
the deferred tax assets will not be realized.  Management's valuation procedures
consider  projected  utilization  of deferred  tax assets over the next  several
years,  and  continually  evaluate  new  circumstances  surrounding  the  future
realization of such assets.  The difference  between income taxes and the amount
computed by applying the federal  statutory  tax rate to the loss before  income
taxes is due to an increase in the deferred tax asset valuation  allowance.  The
valuation allowance at June 30, 2005 is 100%.



                                       F-7

<PAGE>


                     Medical Makeover Corporation of America
                   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 and $120 for the year ended  December 31, 2004 and 2003,
respectively.

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

     c) Website fees: The Company formerly earned revenues of $200 and $900, and
formerly incurred expenses of $200 and $600 relating to website trafficking fees
to other website companies,  related by virtue of common ownership, for the year
ended December 31, 2004 and 2003, respectively.

     d) Related party notes payable: In the second quarter 2004, the Company was
loaned  $50,000,  ($25,000  each),  by the Company's  two officers.  These notes
carried an interest  rate of 15%.  One matured on December 1, 2004,  which terms
were  modified on January 21,  2005,  to a) $10,000  payment at signing,  b) the
execution of a promissory note in the amount  $47,750,  with an interest rate of
15%,  payable  monthly  for 12 months,  c)  6,100,000  shares of the Company are
contributed  back to the  Company and d) the Company  issues  89,413  additional
shares  of  restricted  common  stock  earned  under  the  original   employment
agreement,  and the other has been converted to monthly  payments over 12 months
beginning  in November  2004.  Payments  amounting to $35,500 were made on these
notes in the first half-year of 2005.

(7)  Going Concern

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern.  The Company's  financial position and
operating  results  raise  substantial  doubt  about the  Company's  ability  to
continue  as a going  concern,  as  reflected  by the net loss of  approximately
$646,600 accumulated from March 29, 1999 (Inception) through March 31, 2005. The
ability  of the  Company  to  continue  as a going  concern  is  dependent  upon
commencing  operations,  developing sales and obtaining  additional  capital and
debt financing.  The financial  statements do not include any  adjustments  that
might be necessary if the Company is unable to continue as a going concern.  The
Company is  currently  seeking  additional  capital  to allow it to restart  its
planned  operations,  and in May 2004, the Company sold 400,000 shares of common
stock for $200,000. In April 2005, the Company acquired two companies within its
business plan parameters and combined these businesses in a single location.

(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-8

<PAGE>



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

Forward-looking statements

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

FOR THE THREE MONTHS ENDED June 30, 2005 AND 2004

Results of operations

     For the quarter ended June 30, 2005, we experienced no significant  changes
in  our  operating  activities,  primarily  as  a  result  of  our  voiding  the
acquisition of two operating  businesses,  (R&I Salon & Aventura  Electrolysis &
Skin  Care),  ab initio in  December.  Our loss for the  quarter,  $477,885  was
significantly  larger  than  we  expected  as a norm  due  to the  non-recurring
issuance of shares to our President valued at $239,600 and certain  transitional
expenses relating to the acquisitions. Our loss for the same quarter in 2004 was
$225,800,  principally  expenditures made to develop our then new business plan,
since disposed of.

Net Operating Revenues

     We had  operating  revenue  of $200 and $0 for the  quarter  ended June 30,
2005, and 2004, respectively.

Operating Expenses and Charges

     The  significant  operating  expenses  for the quarter  ended June 30, 2005
included $22,500 in general and administrative  expenses,  $335,100 in salaries,
(including  the  aforementioned  $239,600 in stock issued to our  President) and
consulting  and  professional  fees of $112,100.  For the quarter ended June 30,
2004,  the  significant   operating  expenses  included  $101,400  in  marketing
expenses.

Liquidity and Capital Resources

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



                                       11
<PAGE>



     As of June 30, 2005, the Company had cash of $31,900.  The Company's  total
assets increased from $29,747 as of December 31, 2004 to $52,600.  This increase
is attributable to the loans received. Total liabilities increased from $126,983
to $479,500.  This increase is attributable to borrowing an additional $385,000.
As of June 30, 2004,  the Company had no  outstanding  debt other than  ordinary
trade payables, accrued salaries, stockholder loans and third party loans.

FOR THE SIX MONTHS ENDED June 30, 2005 AND 2004

Results of operations

     For the six months ended June 30, 2005, we experienced  significant changes
in  our  operating  activities,  primarily  as  a  result  of  our  voiding  the
acquisition of two operating  businesses,  (R&I Salon & Aventura  Electrolysis &
Skin Care),  ab initio in  December.  Our loss for the six months,  $569,200 was
significantly  larger  than  we  expected  as a norm  due  to the  non-recurring
issuance of shares to our President valued at $239,600 and certain  transitional
expenses relating to the acquisitions.  Our loss for the same period in 2004 was
$268,100,  principally  expenditures made to develop our then new business plan,
since disposed of.

Net Operating Revenues

     We had  operating  revenue of $3,800 and $200 for the six months ended June
30, 2005, and 2004, respectively.

Operating Expenses and Charges

     The significant  operating  expenses for the six months ended June 30, 2005
included $95,200 in general and administrative  expenses,  $335,100 in salaries,
(including  the  aforementioned  $239,600 in stock issued to our  President) and
consulting  and  professional  fees of $123,100.  For the same period 2004,  the
significant operating expenses included $101,400 in marketing expenses.

Liquidity and Capital Resources

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

     As of June 30, 2005, the Company had cash of $31,900.  The Company's  total
assets increased from $29,747 as of December 31, 2004 to $52,600.  This increase
is attributable to cash remaining from the loan entered into. Total  liabilities
increased from $126,983 to $479,500.  This increase is attributable to borrowing
an additional $385,000. As of June 30, 2004, the Company had no outstanding debt
other than ordinary trade  payables,  accrued  salaries,  stockholder  loans and
third party loans.

Business Plan and Strategy

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



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<PAGE>



     The Company is targeting  the 35 million  Americans  between the ages of 35
and 75 who are conscious of their  appearance,  general  health,  and impression
towards the public.  Certain of the  Company's  shareholders  have  analyzed the
Medical Makeover  marketplace and have observed  tremendous  market  penetration
worldwide. The Company believes that the market for Total Medical Makeovers will
expand  exponentially,  driven by two dynamics:  1) the aging of the  population
with a vast number of "baby  boomers"  reaching  mid-life;  and 2) the  stunning
popularity  of  reality  shows  such as  "Extreme  Makeover".  The  focus of the
business  plan is to create a  contracted  panel of  professionals  serving  the
specialties  listed above who will, under written  agreement,  provide the above
listed  services at a discounted  rate from  traditional  pricing.  They will be
motivated to enter into these  relationships  because of the Company's marketing
efforts and planned efforts to generate  customer  volume.  By contracting  with
this  panel  of  professionals,  and  having  them  provide  services  in  their
traditional facilities (office,  surgery center, or hospital),  the Company will
be able to  maintain  a low fixed  cost  position  and focus  its  resources  on
marketing and sales.

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

Objectives:

     1.   To be the  first  company  in the  United  States  that  will  provide
          comprehensive and coordinated makeover services.

     2.   To  contract  with  plastic  surgeons,  dermatologists,  and  cosmetic
          dentists  who  will  participate  under  written  agreement,  with our
          company (first contracts have already been signed).

     3.   To  set  the  "Gold  Standard"  for  comprehensive  makeover  services
          utilizing  only  board  certified,   well  respected   physicians  and
          dentists.

     4.   To provide  services in the  physicians'  offices,  licensed  surgical
          outpatient  centers,  and  hospitals,   as  well  as  established  and
          prestigious salons and spas.

     5.   To  monitor  all  patients  by both a  physician  and the staff of the
          center who will  coordinate the different  procedures over a period of
          time  to meet  the  patient's,  physicians,  and  medically  necessary
          schedules.

     6.   The Company has entered into an affiliation agreement with a financial
          lender  whose   specializes   in  providing   financing  for  cosmetic
          procedures.

     7.   To develop  Makeover  Gift  Certificates  for  prepayment of services.
          After  successfully  proving  our  concept in our test market of South
          Florida,  it is our  intention to open two new markets:  New York City
          and Los Angeles.


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



                                       13
<PAGE>



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

     None


Item 6   Exhibits and Reports on Form 8-K

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

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

10.1        Lease entered into with Turnberry Associates.

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:



                                       14
<PAGE>



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

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

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

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

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

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

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

On January 25,  2006,  we filed a Current  Report on Form 8-K dated  January 25,
2006 disclosing  that the Company voided the acquisition of R&I Salon,  Inc., ab
initio.

On January 25,  2006,  we filed a Current  Report on Form 8-K dated  January 25,
2006 disclosing that the Company voided the acquisition of Aventura Electrolysis
& Skin Care Center, Inc., ab initio.



                                    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: January 25, 2006


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



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