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

                                   FORM 10-QSB

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


For the Quarter Ended: June 30, 2004


Commission File Number: 0-11596


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


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


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


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


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

Title of each class                                    Name of each exchange on
                                                          which registered

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



                        Formerly Cactus New Media I, Inc.
                 -----------------------------------------------
          (Former name or former address, if changes since last report)


Copies to:

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

<PAGE>



     The Registrant has filed all reports  required to be filed by Section 13 or
15(d) of the Securities  Exchange Act of 1934 during the preceding 12 months and
has been subject to such filing requirements for the past 90 days.



     Transitional small business disclosure format (Check one):

                Yes [_] No [X]



     As of August 15, 2004, there were  approximately 46.9 million shares of the
Registrant's common stock (par value $0.001) outstanding.













<PAGE>



INDEX

                         PART I. - FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements (Unaudited)                        F-1

Item 2. Management's Discussion and Analysis or Plan of Operations            12

Item 3. Controls and Procedures                                               14


                          PART II. - OTHER INFORMATION

Item 1. Legal Proceedings                                                     15

Item 2. Changes in securities, use of proceeds and
        small business issuer of equity securities                            15

Item 3. Defaults upon senior securities                                       15

Item 4. Submission of matters to a vote of security holders                   15

Item 5. Other information                                                     15

Item 6. Exhibits and reports on Form 8-K                                      15

Signatures                                                                    16





<PAGE>



                          PART I. FINANCIAL INFORMATION


Item 1. Consolidated Financial Statements (Unaudited)



                          INDEX TO FINANCIAL STATEMENTS




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

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

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

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

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















                                                                             F-1
<PAGE>


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

                                                                 June 30, 2004  December 31, 2003
                                                                --------------  ------------------
                                                                  (unaudited)
<S>                                                             <C>             <C>
                                   ASSETS
CURRENT ASSETS
  Cash                                                          $       13,683  $            162
  Accounts receivable                                                        0                 0
                                                                --------------  ----------------

          Total current assets                                          13,683               162
                                                                --------------- ----------------

PROPERTY AND EQUIPMENT
  Furniture, fixtures and equipment                                     20,671                 0
        Less accumulated depreciation                                    (689)                 0
                                                                --------------  ----------------

          Net property and equipment                                    19,982                 0
                                                                --------------  ----------------

OTHER ASSETS
  Deposits and prepaid expenses                                         10,167                 0
                                                                --------------  ----------------

                                                                        10,167                 0
                                                                --------------  ----------------

Total Assets                                                    $       43,832  $            162
                                                                ==============  ================

                    LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable                                              $        6,904  $              0
  Accrued liabilities, $0 and $84,701 to related parties                     0           179,593
  Accrued salaries                                                      17,484                 0
  Stockholder loans                                                     50,000                 0
                                                                --------------  ----------------

          Total current liabilities                                     74,388           179,593
                                                                --------------  ----------------

Total Liabilities                                                       74,388           179,593
                                                                --------------  ----------------

STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred stock, $0.0001 par value, authorized
      10,000,000 shares; 0 issued and outstanding                            0                 0
  Common stock, $0.0001 par value, authorized
      200,000,000 shares; 46,907,500 and 1,507,500
      issued and outstanding                                             4,691               151
  Additional paid-in capital                                           440,809            28,349
  Deficit accumulated during the development stage                    (476,056)         (207,931)
                                                                --------------  ----------------

          Total stockholders' equity (deficit)                         (30,556)         (179,431)
                                                                --------------  ----------------

Total Liabilities and  Stockholders' Equity (Deficit)           $       43,832  $            162
                                                                ==============  ================
</TABLE>

     The accompanying notes are an integral part of the financial statements

                                                                             F-2
<PAGE>


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

                                                                                                             From
                                                      Three Months Ended        Six Months Ended        March 29, 1999
                                                           June 30,                 June 30,             (Inception)
                                                   ------------------------  ------------------------      through
                                                       2004        2003         2004         2003       June 30, 2004
                                                   ------------ -----------  ------------ -----------  ---------------
<S>                                                <C>          <C>          <C>          <C>          <C>

REVENUES                                           $        100 $       300  $        200 $       600  $        37,210
                                                   ------------ -----------  ------------ -----------  ---------------
OPERATING EXPENSES:
   General and administrative expenses                   28,619         830        28,719       4,160           72,480
   Marketing and advertising                            101,426           0       101,426           0          101,426
   Consulting fees                                            0           0        37,000           0           38,100
   Professional fees                                     42,868           0        47,868           0          186,448
   Interest to a related party                                0         300             0         600            5,600
   Management fees to a related party                    52,216       3,000        52,623       6,000          108,623
   Depreciation                                             689           0           689           0              689
                                                   ------------ -----------  ------------ -----------  ---------------

          Total expenses                                225,818       4,130       268,325      10,760          513,366
                                                   ------------ -----------  ------------ -----------  ---------------

Net income (loss)                                  $   (225,718)$    (3,830) $   (268,125)$   (10,160) $      (476,156)
                                                   ============ ===========  ============ ===========  ===============

Income (loss) per weighted average common share    $      (0.00)$     (0.00) $      (0.01)$     (0.01)
                                                   ============ ===========  ============ ===========

Number of weighted average common shares
outstanding                                          46,766,841   1,507,500    46,766,841   1,507,500
                                                   ============ ===========  ============ ===========
</TABLE>




     The accompanying notes are an integral part of the financial statements

                                                                             F-3
<PAGE>


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


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

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

Net loss                                       0        0         0           0      (11,839)     (11,839)
                                     ----------- -------- --------- ----------- ------------ ------------
BALANCE, December 31, 1999             1,500,000      150    24,760     (17,010)     (11,839)      (3,939)

Collection of note receivable                  0        0         0      17,010            0       17,100
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)     (16,334)

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)    (123,324)

Net loss                                       0        0         0           0      (28,295)     (28,295)
                                     ----------- -------- --------- ----------- ------------ ------------
BALANCE, December 31, 2002             1,507,500      151    28,259           0     (180,119)    (151,619)

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

BALANCE, December 31, 2003             1,507,500      151    28,259           0     (207,931)    (179,431)

Common stock issued for cash          22,900,000    2,290   287,710           0            0      290,000
Shares issued for services             9,301,300      930    36,070           0            0       37,000
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     (268,125)    (268,125)
                                     ----------- -------- --------- ----------- ------------ ------------

ENDING BALANCE,
June 30, 2003 (unaudited)             46,907,500 $  4,691 $ 440,809 $         0 $   (476,056)$    (30,556)
                                     =========== ======== ========= =========== ============ ============
</TABLE>








     The accompanying notes are an integral part of the financial statements

                                                                             F-4
<PAGE>


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

                                                                                                        From
                                                                      Six Months Ended            March 29, 1999
                                                                          June 30,                 (Inception)
                                                              ---------------------------------      through
                                                                    2004             2003          June 30, 2004
                                                              ---------------   ---------------   --------------
                                                                (unaudited)       (unaudited)      (unaudited)
<S>                                                           <C>               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                      $      (268,125)  $      (10,160)   $    (476,056)
Adjustments to reconcile net loss to net cash used by
operating activities:
        Stock and warrants issued for services                         37,000                0           40,500
        Depreciation                                                      689                0              689
Changes in operating assets and liabilities
        (Increase) decrease in accounts receivable                          0             (300)               0
        (Increase) decrease in deposits and prepaid expenses          (10,167)               0          (10,167)
        Increase (decrease) in accounts payable                         6,904                0            6,904
        Increase (decrease) in accrued liabilities                    (89,583)           10,460          90,000
        Increase (decrease) in accrued salaries                        17,484                0           17,484
                                                              ---------------   --------------   --------------

Net cash used by operating activities                                (305,808)               0         (330,646)
                                                              ---------------   --------------   --------------

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

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

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock                                290,000                0          315,000
Proceeds from stockholders' loans                                      50,000                0           50,000
                                                              ---------------   --------------   --------------

Net cash provided by financing activities                             340,000                0          365,000
                                                              ---------------   --------------   --------------

Net increase (decrease) in cash                                        13,521                0           13,683
                                                              ---------------   --------------   --------------

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

CASH, end of period                                           $        13,683   $          101   $       13,683
                                                              ===============   ==============   ==============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Non-Cash Financing Activities:
  144 common stock issued to retire debt                      $        90,000   $           0
                                                              ===============   =============

</TABLE>


     The accompanying notes are an integral part of the financial statements

                                                                             F-5
<PAGE>



                     Medical Makeover Corporation of America
                        (A Development Stage Enterprise)
                   Notes to Consolidated Financial Statements
                (Information with regard to the six months ended
                      June 30, 2004 and 2003 is unaudited)

Item 1 - Consolidated Financial Statements

(1) Nature of Business

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

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

(2) Basis of Presentation

The accompanying  unaudited condensed  consolidated  financial statements of the
Company have been prepared in accordance  with accounting  principles  generally
accepted in the United States of America for interim  financial  information and
with the  instructions to Form 10-QSB for quarterly  reports under Section 13 or
15 (d) of the Securities Exchange Act of 1934. Accordingly,  they do not include
all of the information and footnotes required by accounting principles generally
accepted in the United States of America for complete financial  statements.  In
the opinion of  management,  all  adjustments  considered  necessary  for a fair
presentation  have been included and such  adjustments are of a normal recurring
nature.  Operating  results  for the six  months  ended  June  30,  2004 are not
necessarily  indicative  of the results that may be expected for the year ending
December 31, 2004. The audited financial  statements at December 31, 2003, which
are included in the Company's  Annual  Report on Form 10-KSB,  should be read in
conjunction with these condensed consolidated financial statements.

(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.

                                                                             F-6
<PAGE>


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

Item 1 - Consolidated Financial Statements (Continued)

(3) Significant Accounting Policies (continued)

     c) Loss per share:  Basic loss per share excludes  dilution and is computed
by dividing the loss attributable to common shareholders by the weighted-average
number of common  shares  outstanding  for the  period.  Diluted  loss per share
reflects  the  potential  dilution  that  could  occur  if  securities  or other
contracts to issue common stock were exercised or converted into common stock or
resulted  in the  issuance of common  stock that  shared in the  earnings of the
Company.  Diluted loss per share is computed by dividing  the loss  available to
common  shareholders by the weighted average number of common shares outstanding
for  the  period  and  dilutive   potential  common  shares  outstanding  unless
consideration  of  such  dilutive   potential  common  shares  would  result  in
anti-dilution. There were no common stock equivalents for the periods ended June
30, 2004 and 2003.

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

(4) Stockholders' Equity (Deficit)

The Company has the authority to issue 10,000,000 shares of preferred stock, par
value  $0.0001  per  share,  which  may be  divided  into  series  and  with the
preferences,  limitations  and  relative  rights  determined  by  the  Board  of
Directors.  At June  30,  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,


                                                                             F-7
<PAGE>

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


Item 1 - Consolidated Financial Statements (Continued)

(4) Stockholders' Equity (Deficit) (continued)

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.

 (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  $476,000  expiring in various years from 2019 through
2024.  Due to the change in ownership in February  2004,  the net operating loss
carryforwards  are subject to substantial  restrictions and may only be utilized
to  offset  approximately  $7,000  of  annual  taxable  income  as  well  as any
unrealized appreciation on assets existing at the time of the ownership change.

Deferred tax assets are reduced by a valuation  allowance  if, in the opinion of
management,  it is more likely than not that some portion or all of the deferred
tax assets will not be  realized.  Management's  valuation  procedures  consider
projected utilization of deferred tax assets prospectively over the next several
years,  and  continually  evaluate  new  circumstances  surrounding  the  future
realization of such assets.  The difference  between income taxes and the amount
computed by applying the federal  statutory  tax rate to the loss before  income
taxes is due to an increase in the deferred tax asset valuation  allowance.  The
valuation allowance at June 30, 2004 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, $30 and $560 for the six months ended June 30, 2004 and
2003 and the period from  inception  (March 29,  1999)  through  June 30,  2004,
respectively.

     b) Management Fees: The Company formerly  contracted an affiliate,  related
by virtue of common ownership,  for management and consulting services amounting
to $407,  $3,000 and $56,407 for the six months ended June 30, 2004 and 2003 and
the period from inception (March 29, 1999) through June 30, 2004,  respectively.
In addition,  the Company incurred  interest  expense  amounting to $0, $300 and
$5,600 for the six  months  ended  June 30,  2004 and 2003 and the  period  from
inception  (March  29,  1999)  through  June 30,  2004  respectively,  for those
services. In the three and six months ended June 30, 2004, $53,000 in management
fees  were paid to the  Company's  two  officers  prior to their  entering  into
employment contracts.


                                                                             F-8
<PAGE>

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


Item 1 - Consolidated Financial Statements (Continued)

(6) Related Parties (continued)

     c) Website fees: The Company  formerly  earned  revenues of $100,  $300 and
$37,210,  and formerly  incurred  expenses of $100, $300 and $17,225 relating to
website trafficking fees to other website companies, related by virtue of common
ownership,  for the six months  ended June 30, 2004 and 2003 and the period from
inception (March 29, 1999) through June 30, 2004, respectively.

     d) Related party notes payable: In the second quarter 2004, the Company was
loaned  $50,000,  ($25,000  each),  by the Company's  two officers.  These notes
carried an interest rate of 15% and mature on August 31, 2004.

(7) Going Concern

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern.  The Company's  financial position and
operating  results  raise  substantial  doubt  about the  Company's  ability  to
continue  as a going  concern,  as  reflected  by the net loss of  approximately
$476,000  accumulated from March 29, 1999 (Inception) through June 30, 2004. The
ability  of the  Company  to  continue  as a going  concern  is  dependent  upon
commencing  operations,  developing sales and obtaining  additional  capital and
debt financing.  The financial  statements do not include any  adjustments  that
might be necessary if the Company is unable to continue as a going concern.  The
Company is currently seeking additional capital to allow it to begin its planned
operations, and in May 2004, the Company sold 400,000 shares of common stock for
$200,000.

(8) Lease commitment

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

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

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

(9) Subsequent  events - related party notes  payable:  The Company has received
verbal  agreement  to  extend  the  maturity  date of one of these  two notes to
November 30, 2004, and is negotiating to extend the other note.


                                                                             F-9
<PAGE>


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

Forward-looking statements

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

FOR THE THREE MONTHS ENDED JUNE 30, 2004 AND 2003

Results of operations

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


                                                                              12
<PAGE>


Net Operating Revenues

     There was not any  operating  revenue for the quarter  ended June 30, 2004,
and only minimal revenue for the quarter ended June 30, 2003.

Operating Expenses and Charges

     The  significant  operating  expenses  for the quarter  ended June 30, 2004
included  $101,400  in  marketing  and  advertising;   $28,600  in  general  and
administrative expenses;  $52,200 in management fees and $42,900 in professional
fees. For the quarter ended June 30, 2003, there were no significant expenses.

FOR THE SIX MONTHS ENDED JUNE 30, 2004 AND 2003

Results of operations

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

Net Operating Revenues

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

Operating Expenses and Charges

     The significant  operating  expenses for the six months ended June 30, 2004
included  $101,400  in  marketing  and  advertising;   $28,700  in  general  and
administrative expenses;  $52,600 in management fees, $37,000 in consulting fees
and $47,900 in professional  fees. For the six months ended June 30, 2003, there
were no significant expenses.

Liquidity and Capital Resources

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

     As of June 30, 2004, the Company had cash of $13,683 and our current assets
increased  from $162 as of December 31, 2002 to $13,683 as of June 30, 2004. The
Company's  total assets  increased from $162 as of December 31, 2003 to $43,832.
This increase is attributable to the sale of the Company's  common stock.  Total
liabilities decreased from $179,593 to $74,388. This decrease is attributable to
the reduction of current  liabilities by payment in cash and common stock. As of
June 30, 2004,  the Company had no  outstanding  debt other than ordinary  trade
payables, accrued salaries and a stockholder loan.

     The Company is seeking to raise capital to implement the Company's business
strategy.  In the event additional capital is not raised, the Company may seek a
merger, acquisition or outright sale.

Business Plan and Strategy

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

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

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

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

Objectives

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



                                                                              13
<PAGE>


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

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

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

Outlook

     We are currently targeting the initiation of operations during August 2004.
This is consistent with our current  longer-term  outlook of maintaining expense
controls  while  opening  markets  allowing  us to  achieve  profitability  very
quickly.  These projections and the underlying  assumptions  involve significant
risks and  uncertainties,  and actual results may vary  significantly from these
current  projections.  These risks, among others,  include those relating to our
ability to  successfully  market and  generate  patient  volume,  the  Company's
ability to maintain  contracts with  physicians  and other medical  providers at
favorable  rates,  and any  lawsuits  that  may  arise  in the  course  of doing
business.  We  undertake  no duty to update  these  projections,  whether due to
changes in current or expected trends, or underlying market conditions


Item 3 - Controls and Procedures

     Our management,  which includes our Chief Executive Officer, have conducted
an evaluation of the effectiveness of our disclosure controls and procedures (as
defined in Rule 13a-14(c)  promulgated  under the Securities and Exchange Act of
1934,  as  amended)  as of a date (the  "Evaluation  Date") as of the end of the
period covered by this report.  Based upon that  evaluation,  our management has
concluded that our  disclosure  controls and procedures are effective for timely
gathering,  analyzing and disclosing the information we are required to disclose
in our reports  filed under the  Securities  Exchange  Act of 1934,  as amended.
There have been no significant changes made in our internal controls or in other
factors that could significantly  affect our internal controls subsequent to the
end of the period covered by this report based on such evaluation.





                                                                              14
<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

     Mr.  Walter  Birch  resigned as Chief  Financial  Officer,  Executive  Vice
President and Controller of the Company


Item 6. Exhibits and Reports on Form 8-K

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

Exhibit no.       Descriptions
---------         -----------------------
31.1  *   Certification of the Chief Executive  Officer,  dated August 30, 2004,
          pursuant  to Rule  13a-14(a)  or  15d-14(a),  as adopted  pursuant  to
          Section 302 of the Sarbanes-Oxley Act of 2002.

31.2  *   Certification of the Chief Financial  Officer,  dated August 30, 2004,
          pursuant  to Rule  13a-14(a)  or  15d-14(a),  as adopted  pursuant  to
          Section 302 of the Sarbanes-Oxley Act of 2002.

32.1  *   Certification of the Chief Executive  Officer,  dated August 30, 2004,
          pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
          of the Sarbanes-Oxley Act of 2002.

32.2  *   Certification of the Chief Financial  Officer,  dated August 30, 2004,
          pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
          of the Sarbanes-Oxley Act of 2002.



                                                                              15
<PAGE>



10.1      Lease entered into with Turnberry Associates
----------------------------
*     Filed herewith.

      (b) Reports on Form 8-K


Form 8-K filed May 12, 2004

Form 8-K filed February 23, 2004

Form 8-K Amendment filed on January 27, 2004

Form 8-K filed on January 26, 2004




                                    SIGNATURE

     Pursuant to the  requirements  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/ Dr. Leonard I. Weinstein
-------------------------------------
Dr. Leonard I. Weinstein
Chief Executive Officer,
President and Chairman of the Board*

Date: August 30, 2004

--------------------------
*    Dr.  Leonard I.  Weinstein has signed both on behalf of the registrant as a
     duly  authorized  officer  and as  the  Registrant's  principal  accounting
     officer.












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