**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      DC 20549





**FORM
      10-QSB**





[X]
            Quarterly
                Report pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934For
                the quarterly period ended:**March
                31, 2007**[ 
                ]
            Transition
                Report pursuant to 13 or 15(d) of the Securities Exchange Act of
                1934For
                the transition period __________to__________Commission
                File Number:**001-14297**





**Davi
      Skin, Inc.**


(Exact
      name of small business issuer as specified in its charter)





**Nevada**
            **86-0907471**(State
                or other jurisdiction of incorporation or organization)
            (IRS
                Employer Identification No.)








**4223
                Glencoe Avenue, Suite B130**
              **Marina
                Rey, California**(Address
                of principal executive offices)





**310-827-0800**(Issuer’s
                telephone number)__________________________________________________(Former
                name, former address and former fiscal year, if changed since last
                report)





Check
      whether the issuer (1) 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
      (or
      for such shorter period that the issuer was required to file such reports),
      and
      (2) has been subject to such filing requirements for the past 90 days **[X]
      Yes [   ] No**





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). **[ 
       ] Yes [X] No**





State
      the
      number of shares outstanding of each of the issuer’s classes of common stock, as
      of the latest practicable date: **12,315,820
      common shares as of March 31, 2007.**





Transitional
      Small Business Disclosure Format (check one): **Yes
      [   ] No [X]**





***Table
          of Contents***










**TABLE
                OF CONTENTS**
            **Page****PART
                I - FINANCIAL INFORMATION**Item
                1.
            Financial
                Statements
            3Item
                2.
            Management’s
                Discussion and Analysis or Plan of
                Operation
            4Item
                3.
            Controls
                and Procedures
            13**PART
                II - OTHER INFORMATION**Item
                1.
            Legal
                Proceedings
            14Item
                2.
            Unregistered
                Sales of Equity Securities and Use of
                Proceeds
            14Item
                3.
            Defaults
                Upon Senior Securities
            14Item
                4.
            Submission
                of Matters to a Vote of Security
                Holders
            14Item
                5.
            Other
                Information
            14Item
                6.
            Exhibits
            14









2
 ***Table
          of Contents***


**PART
      I - FINANCIAL INFORMATION**





**Item
      1.** **Financial
      Statements**





Our
                unaudited financial statements included in this Form 10-QSB are as
                follows:F-1
            Balance
                Sheet as of March 31, 2007;F-2
            Statements
                of Operations for the three months endedMarch
                31, 2007 and 2006,
              and
                for the period from inception (March 21, 2004) through March 31,
                2007;F-3
            Statements
                of Cash Flows for the three months ended March 31, 2007 and 2006,
              and
                for the period from inception (March 21, 2004) through March 31,
                2007;F-4
            Notes
                to Financial Statements;








These
      unaudited financial statements have been prepared in accordance with accounting
      principles generally accepted in the United States of America for interim
      financial information and the SEC instructions to Form 10-QSB. In the opinion
      of
      management, all adjustments considered necessary for a fair presentation have
      been included. Operating results for the interim period ended March 31, 2007
      are
      not necessarily indicative of the results that can be expected for the full
      year.


3
 ***Table
          of Contents***


**DAVI
                  SKIN, Inc.****(formerly
                  MW Medical, Inc.)**
              ******(A
                  Developmental Stage Company)**
              ******BALANCE
                  SHEET**
              ******(Unaudited)**As
                  ofMarch
                  31, 2007CURRENT
                  ASSETSCertificates
                  of deposit
              
              
              255,332Accounts
                  receivables
              
              
              38,287Inventory
              
              
              669,468Prepaid
                  expenses
              
              
              1,998TOTAL
                  CURRENT ASSETS
              
              
              965,085Fixed
                  Assets, net of accumulated depreciation of $5,269
              
              
              30,421Deposit
              
              
              44,505TOTAL
                  ASSETS
              
              
              1,040,011LIABILITIES
                  AND STOCKHOLDERS' EQUITYCurrent
                  LiabilitiesBank
                  overdraft
              
              
              12,971Accounts
                  payable and accrued expenses
              
              
              305,190Notes
                  payable - related parties
              
              
              286,923TOTAL
                  CURRENT LIABILITIES
              
              
              605,084STOCKHOLDERS'
                  EQUITYPreferred
                  stock; $.001 par value; 10,000,000 sharesauthorized
                  and no shares issued and outstanding
              
              
              -Common
                  stock; $.001 par value; 90,000,000 sharesauthorized,
                  12,315,820 shares issued and outstanding
              
              
              12,316Additional
                  paid in capital
              
              
              10,753,285Accumulated
                  deficit during devemlopmental stage
              
              
              (8,944,328
              )Net loss
              
              
              (1,386,346
              )TOTAL
                  STOCKHOLDERS' EQUITY
              
              
              434,927TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY
              
              
              1,040,011See
                  Accompanying Notes to Financial Statements






F
          -
          1
 ***Table
          of Contents***


**DAVI
                  SKIN, Inc.**
              ******(formerly
                  MW Medical, Inc.)**
              ******(A
                  Developmental Stage Company)**
              ******STATEMENT
                  OF OPERATIONS**
              ******(Unaudited)**From
                  inceptionThree
                  Months Ended
              
              (March
                  21, 2004)March
                  31
              
              through2007
              
              2006
              
              March
                  31,2007Sales
              
              
              27,219
              
              
              -
              
              
              50,028Cost
                  of goods sold
              
              
              (2,188
              )
              
              -
              
              
              (3,982
              )Gross
                  profit
              
              
              25,031
              
              
              -
              
              
              46,046Operating
                  ExpensesSelling,
                  general and administrative
              
              
              325,334
              
              
              227,870
              
              
              3,056,329Depreciation
              
              
              1,750
              
              
              5,022
              
              
              34,002Consulting
                  fees
              
              
              155,117
              
              
              -
              
              
              1,425,252Employee
                  Stock Options
              
              
              702,486
              
              
              1,898,257
              
              
              4,764,359Professional
                  fees
              
              
              257,823
              
              
              54,525
              
              
              928,016Total
                  Operating Expenses
              
              
              1,442,510
              
              
              2,185,674
              
              
              10,207,958Loss
                  from operations
              
              
              (1,417,479
              )
              
              (2,185,674
              )
              
              (10,161,912
              )Other
                  income (expenses)Royalty
                  income
              
              
              27,056
              
              
              25,000
              
              
              52,056Interest
                  income
              
              
              3,443
              
              
              7,521
              
              
              112,768Interest
                  expense
              
              
              (6,405
              )
              
              (5,000
              )
              
              (87,263
              )Other
                  income (expenses)
              
              
              7,039
              
              
              3,077
              
              
              (9,659
              )Loss
                  on disposal of assets
              
              
              -
              
              
              -
              
              
              (38,609
              )Total
                  Other Income
              
              
              31,133
              
              
              30,598
              
              
              29,293Net
                  Loss
              
              
              (1,386,346
              )
              
              (2,155,076
              )
              
              (10,132,619
              )Basic
                  loss per common share
              
              
              (0.11
              )
              
              (0.19
              )Diluted
                  loss per common share
              
              
              (0.11
              )
              
              (0.19
              )Basic
                  and diluted weighted averagecommon
                  share outstanding
              
              
              12,226,720
              
              
              11,568,042See
                  Accompanying Notes to Financial Statements


F
          -
          2
 ***Table
          of Contents***


**DAVI
                  SKIN, Inc**
              ******(formerly
                  MW Medical, Inc.)**
              ******(A
                  Development Stage Company)**
              ******STATEMENT
                  OF CASH FLOWS**
              ******(Unaudited)**From inceptionThree
                  Months Ended
              
              (March
                  21, 2004)March
                    31,
              
              through2007
              
              2006
              
              March
                  31, 2007OPERATING
                  ACTIVITIESNet
                  Loss
              
              
              (1,386,346
              )
              
              (2,155,076
              )
              
              (10,132,619
              )Adjustments
                  to reconcile net loss tonet
                  cash used in operating activities:Prepaid
                  consulting expense
              
              
              34,376
              
              
              11,458
              
              
              114,584Stock
                  based compensation & expenses
              
              
              702,486
              
              
              1,582,408
              
              
              5,704,750Depreciation
                  and amortization
              
              
              1,750
              
              
              5,022
              
              
              34,002Accrued
                  interest
              
              
              6,304
              
              
              5,000
              
              
              86,923Loss
                  on sale of fixed assets
              
              
              -
              
              
              -
              
              
              38,609Non
                  cash consulting fee
              
              
              30,000
              
              
              -
              
              
              79,695Changes
                  in operating assets and liabilities:Accounts
                  Receivable
              
              
              (15,648
              )
              
              6,000
              
              
              (64,670
              )Inventory
              
              
              9,800
              
              
              -
              
              
              (669,469
              )Prepaid
                  expenses
              
              
              27
              
              
              5,000
              
              
              (1,998
              )Deposits
              
              
              -
              
              
              (33,000
              )
              
              (44,505
              )Contingent
                  liabilities
              
              
              -
              
              
              -
              
              
              26,383Accounts
                  payable and accrued liabilities
              
              
              162,354
              
              
              (21,457
              )
              
              305,234Net
                  cash used in operating activities
              
              
              (454,897
              )
              
              (594,645
              )
              
              (4,523,081
              )INVESTING
                  ACTIVITIESCash
                  flow from investing activities:Change
                  in certificates of deposit
              
              
              579,362
              
              
              (802,396
              )
              
              (255,332
              )Sale
                  of fixed assets
              
              
              -
              
              
              -
              
              
              1,739Purchase
                  of fixed assets
              
              
              -
              
              
              -
              
              
              (116,187
              )Net
                  cash provided by (used in) investing activities
              
              
              579,362
              
              
              (802,396
              )
              
              (369,780
              )FINANCING
                  ACTIVITIESCash
                  flows from financing activities:Bank
                  overdraft
              
              
              (124,465
              )
              
              -
              
              
              12,971Proceeds
                  from stock transactions
              
              
              -
              
              
              1,496,000
              
              
              4,679,890Notes
                  payable-related party
              
              
              -
              
              
              -
              
              
              200,000Net
                  cash provided by (used in) financing activities
              
              
              (124,465
              )
              
              1,496,000
              
              
              4,892,861Net
                  change in cash and cash equivalents
              
              
              -
              
              
              98,959
              
              
              -Cash
                  at beginning of period
              
              
              -
              
              
              3,617
              
              
              -Cash
                  at end of period
              
              
              -
              
              
              102,576
              
              
              -See
                  Accompanying Notes to Financial Statements






F
          -
          3
 ***Table
          of Contents***


DAVI
        SKIN, INC
 (Formerly
        MW Medical, Inc.)
 A
        Development Stage Company
 March
        31,
        2007
 NOTES
        TO
        FINANCIAL STATEMENTS
 
 
 1. BASIS
        OF PRESENTATION *:*
 
 The
        accompanying unaudited financial statements have been prepared in accordance
        with the rules and regulations of the Securities and Exchange Commission
        for
        interim financial statements. The interim financial statements present the
        balance sheet, statement of operations, and cash flows of the Company. The
        financial statements should be read in conjunction with the Form 10-KSB of
        the
        Company for the year ended December 31, 2006. In the opinion of management
        all
        normally recurring adjustments necessary to present fairly the financial
        position as of March 31, 2007 have been included in the financial statements.
        Interim results are not necessarily indicative of operations for the full
        year.
        Therefore, they do not include all of the information and footnotes required
        by
        accounting principles generally accepted in the United States for complete
        financial statements.
 
 The
        preparation of financial statements in conformity with accounting principles
        generally accepted in the United States 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 period.
        Acutual results could differ from those estimates.
  *Going
        concern:*
  The
        accompanying financial statements have been prepared in conformity with
        generally accepted accounting principle, which contemplate continuation of
        the
        Company as a going concern. The Company has incurred net losses of $1,386,346
        for the three month period ended March 31, 2007, and has incurred cumulative
        net
        losses of $10,132,619 since its inception and will require additional capital
        for its operational activities. The Company has successfully developed and
        established a line of men’s and women’s skin care products. The Company has and
        is aggressively launching its products with several luxury retailers. While
        the
        Company has already invested substantial funds in developing, promoting,
        and
        marketing activities, additional funds will be required to continue these
        efforts to establish market presence and gain market shares. The Company
        believes that these endeavors will result in increased sales. However, as
        of
        March 31, 2007, the Company has insufficient cash to operate its business
        for
        the next twelve months. The Company experienced revenues during the current
        quarter and believes that while revenues will increase, they will not be
        sufficient to absorb expenses to maintain the Company as a going concern.
        As
        such, the Company must raise additional capital to achieve its business goals
        and to continue operations. The Company’s ability to raise additional capital
        through the future issuances of the common stock is unknown. The ability
        to
        successfully resolve these factors raise substantial doubt about the Company’s
        ability to continue as a going concern. The financial statements of the Company
        do not include any adjustments that may result from the outcome of these
        aforementioned uncertainties. The Company currently has positive working
        capital, but has not established a stabilized source of revenues sufficient
        to
        cover operating costs over an extended period of time. Additionally, the
        Company
        is involved in litigation with several parties. While the Company is attempting
        to settle this litigation the outcome may adversely affect the liquidity
        of the
        Company and the ability to raise additional funds.
 
 Management
        anticipates that the Company will be dependent, for the near future, on
        additional investment capital to fund operating expenses before achieving
        operating profitability. The Company intends to further position itself so
        that
        it may be able to raise additional funds through the capital markets which
        to
        date it has demonstrated the ability to do so. Management is currently pursuing
        several alternatives to raise additional capital. While the management believes
        it will be successful in raising the necessary funds for its immediate needs,
        there are no assurances that in the future the Company will be successful
        in
        this or any of its endeavors or become financially viable and continue as
        a
        going concern.
 
  F
            -
            4
 ***Table
            of Contents***
  DAVI
        SKIN, INC
 (Formerly
        MW Medical, Inc.)
 A
        Development Stage Company
 March
        31,
        2007
 NOTES
        TO
        FINANCIAL STATEMENTS
 
 2. DESCRIPTION
        OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES
 
 Description
        of business - Davi Skin, Inc., formerly MW Medical, Inc., (referred to as
        the
“Company”) is involved in the establishment and development of an all
        natural grape-based skin care line. The Company launched the sale of its
        products, which are currently being sold in New York, during the year ended
        December 31, 2006.
 
 History - On
        June 21, 2004, the Company completed and closed a Plan of Merger and
        Reorganization Agreement (“Merger Transaction”) with Davi Skin, Inc. (“Davi”),
        a privately owned company, whereby both parties agreed that a subsidiary of
        the Company would merge into and with Davi and become a wholly-owned subsidiary
        of the Company. As consideration for this merger transaction, the Company
        issued
        9,768,327 shares of its common stock in exchange for all the outstanding
        common
        stock of Davi on a one-for-one share exchange basis. The Agreement further
        provided for the Company’s officers and directors were to resign and the
        board of directors of Davi would become the board of directors for the Company.
        This transaction has been accounted for as a recapitalization or reverse
        merger
        whereby Davi would be considered the accounting acquirer, and the accounting
        history of the acquirer would be carried forward as the history for the Company
        and no goodwill would be recorded. Accordingly, the accompanying financial
        statements reflect the history of Davi from its date incorporation of March
        21,
        2004 (incorporated in the State of Nevada). Prior to the merger transaction,
        the
        Company had 645,033 shares of its common stock outstanding, $1,922 in accounts
        payable, $200,000 in a note payable to a related party and no
        assets.
 
 3. SIGNIFICANT
        ACCOUNTING POLICIES
 
 Development
        stage company. The
        accompanying financial statements have been prepared in accordance with the
        Statement of Financial Accounting Standards No. 7 “Accounting and Reporting by
        Development-Stage Enterprises”. A development-stage enterprise is one in which
        planned principal operations have not commenced or if its operations have
        commenced, there has been no significant revenue there from.
 
 Definition
        of fiscal year. The
        Company’s fiscal year end is December 31.
 
 Use
        of
        estimates . The
        preparation of financial statements in conformity with accounting principles
        generally accepted in the United States 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 consolidated
        financial statements and the reported amounts of revenue and expenses during
        the
        reporting period. Actual results could differ from those estimates.
  Revenue
        recognition .  Revenues
        are recognized when services are rendered and/or products are delivered.
        Costs
        and expenses are recognized during the period in which they are
        incurred.
  Cash
        and cash equivalents .  We
        consider all highly liquid short-term investments, with original maturities
        of
        three months or less, to be cash equivalents. Such cash equivalents generally
        are part of our cash management activities rather than part of its operating,
        investing, and financing activities. Changes in the market value of cash
        equivalents result in gains or losses that are recognized in the income
        statement in the period in which they occur.
  F
            -
            5
 ***Table
            of Contents***
  DAVI
        SKIN, INC
 (Formerly
        MW Medical, Inc.)
 A
        Development Stage Company
 March
        31,
        2007
 NOTES
        TO
        FINANCIAL STATEMENTS
 
 Receivables .
        The
        Company’s accounts receivables represent financial instruments with a potential
        risk. We offer, and reserve the right to deny, credit terms with credit limits
        to customers based on their creditworthiness. We retain the right to place
        approved accounts on credit hold should these accounts become delinquent.
        We
        will maintain an allowance for doubtful accounts for estimated losses should
        customers fail to make required payments. In addition, we monitor the accounts
        for aging, historical account balances, payment patterns, history of
        collectibility, and customer creditworthiness when determining the
        collectibility of bad debt. Accounts receivables are written off when all
        collection attempts have failed. Allowance for doubtful accounts may increase
        if
        circumstances warrant. We believe that our current account receivables are
        collectible.
  Credit
        and concentration risk **.** The
        Company maintains deposit accounts in a single financial institution. From
        time
        to time, cash deposits may exceed Federal Deposit Insurance Corporation limits.
        The Company maintains certificates of deposit in excess of federal deposit
        insurance limits and, the Company’s general operating account will exceed
        federal deposit insurance limits.
  Inventory .
        The
        Company’s inventory consists of finished goods and raw materials, is stated at
        the lower of cost or market and cost is determined by the first-in, first-out
        method. The Company regularly monitors inventory quantities on hand and records
        write-downs for excess and obsolete inventories based primarily on the Company’s
        estimated forecast of product demand and production requirements. Such
        writedowns establish a new cost basis of accounting for the related inventory.
        Actual inventory losses may differ from management’s estimates, and such
        differences could be material to the Company’s financial position, results of
        operations and cash flows.
  Fixed
        assets **.** Property
        and equipment are depreciated over the estimated useful lives of the related
        assets., generally 3-5 years. Leasehold improvements are amortized over the
        lesser of the lease term or the estimated life of the asset. Depreciation
        and
        amortization is computed on the straight-line method. Repairs and maintenance
        are expensed as incurred.
  Fair
        value of financial instruments .  Statement
        of Financial Accounting Standards (“SFAS”) No. 107, “Disclosure About Fair Value
        of Financial Instruments,” requires us to disclose, when reasonably attainable,
        the fair market values of its assets and liabilities which are deemed to
        be
        financial instruments. The carrying amounts and estimated fair values of
        our
        financial instruments approximate their fair value due to their short-term
        nature.
  Earnings
        (loss) per share .  Basic
        earnings (loss) per share exclude any dilutive effects of options, warrants
        and
        convertible securities. Basic earnings (loss) per share are computed using
        the
        weighted-average number of outstanding common shares during the applicable
        period. Diluted earnings (loss) per share are computed using the
        weighted-average number of common and common stock equivalent shares outstanding
        during the period. Common stock equivalent shares are excluded from the
        computation if their effect is anti-dilutive. Stock options are anti-dilutive
        when the results from operations are a net loss, as is the case for the for
        the
        three months ended March 31, 2007 and 2006 or when the exercise price of
        the
        options is greater than the average market price of the common stock for
        the
        period.
  F
            -
            6
 ***Table
            of Contents***
  DAVI
        SKIN, INC
 (Formerly
        MW Medical, Inc.)
 A
        Development Stage Company
 March
        31,
        2007
 NOTES
        TO
        FINANCIAL STATEMENTS
 
 Income
        taxes.The
        Company accounts for its income taxes in accordance with Statement of Financial
        Accounting Standards No. 109 “Accounting for Income Taxes”, which requires
        recognition of deferred tax assets and liabilities for future tax consequences
        attributable to differences between the financial statement carrying amounts
        of
        existing assets and liabilities and their respective tax bases and tax credit
        carry-forwards. Deferred tax assets and liabilities are measured using enacted
        tax rates expected to apply to taxable income in the years in which those
        temporary differences are expected to be recovered or settled. The effect
        on
        deferred tax assets and liabilities of a change in tax rates is recognized
        in
        income in the period
        that includes the enactment date. We established a valuation allowance for
        the
        full tax benefit of the operating loss carryforward due to the uncertainty
        regarding realization. As of March 31, 2007, the Company has cumulative net
        losses of $10,100,000. The available net operating loss carryforwards are
        still
        being determined. Such losses may not be fully deductible due to the significant
        amounts of non-cash service costs.
 
 Comprehensive
        income (loss) .
        The
        Company has no components of other comprehensive income. Accordingly, net
        loss
        equals comprehensive loss for all periods.
 
 Advertising
        costs. Advertising costs incurred in the normal course of operations are
        expensed as incurred. Advertising costs incurred for the three months ended
        March 31, 2007 and 2006, and for the period from inception (March 21, 2004)
        through March 31, 2007 was $8,161, and $0, and $8,161,
        respectively.
  Stock-based
        compensation - The
        Company accounts for its stock options under SFAS 123(R).
  In
        order
        to determine compensation on options issued to consultants, and employees’
options, the fair value of each option granted is estimated on the date of
        grant
        using the Black-Scholes option-pricing model. The Company estimates the
        requisite service period used in the Black-Scholes calculation based on an
        analysis of vesting and exercisability conditions, explicit, implicit, and/or
        derived service periods, and the probability of the satisfaction of any
        performance or service conditions. The Company also considers whether the
        requisite service has been rendered when recognizing compensation costs.
        The
        Company does not consider market conditions to be vesting conditions and
        an
        award is not deemed to be forfeited solely because a market condition is
        not
        satisfied.
 
 4. RECENTLY
        ISSUED ACCOUNTING PRONOUNCEMENTS
 
 In
        February 2006, the FASB issued SFAS No. 155 entitled “Accounting *for
        Certain Hybrid Financial Instruments* ,”
an
        amendment of SFAS No. 133 (“Accounting *for
        Derivative Instruments and Hedging Activities* ”)
        and
        SFAS No. 140 (“Accounting *for
        Transfers and Servicing of Financial Assets and Extinguishments of
        Liabilities* ”).
        In
        this context, a hybrid financial instrument refers to certain derivatives
        embedded in other financial instruments. SFAS No. 155 permits fair value
        re-measurement of any hybrid financial instrument which contains an embedded
        derivative that otherwise would require bifurcation under SFAS No. 133. SFAS
        No.
        155 also establishes a requirement to evaluate interests in securitized
        financial assets in order to identify interests that are either freestanding
        derivatives or “hybrids” which contain an embedded derivative requiring
        bifurcation. In addition, SFAS No. 155 clarifies which interest/principal
        strips
        are subject to SFAS No. 133, and provides that concentrations of credit risk
        in
        the form of subordination are not embedded derivatives. SFAS No. 155 amends
        SFAS
        No. 140 to eliminate the prohibition on a qualifying special-purpose entity
        from
        holding a derivative financial instrument that pertains to a beneficial interest
        other than another derivative. Any difference between the total carrying
        amount
        of the components of a bifurcated hybrid financial instrument and the fair
        value
        of the combined “hybrid” must be recognized as a cumulative-effect adjustment of
        beginning deficit/retained earnings.
  F
            -
            7
 ***Table
            of Contents***
  DAVI
        SKIN, INC
 (Formerly
        MW Medical, Inc.)
 A
        Development Stage Company
 March
        31,
        2007
 NOTES
        TO
        FINANCIAL STATEMENTS
  SFAS
        No.
        155 is effective for all financial instruments acquired or issued after the
        beginning of an entity’s first fiscal year that begins after September 15, 2006.
        Earlier adoption is permitted only as of the beginning of a fiscal year,
        provided that the entity has not yet issued any annual or interim financial
        statements for such year. Restatement of prior periods is
        prohibited.
  In
        March
        2006 FASB issued SFAS 156 ‘Accounting for Servicing of Financial Assets’ this
        Statement amends FASB Statement No. 140, *Accounting
        for Transfers and Servicing of Financial Assets and Extinguishments of
        Liabilities,* with
        respect to the accounting for separately recognized servicing assets and
        servicing liabilities. This Statement:
  1.
              Requires
                  an entity to recognize a servicing asset or servicing liability
                  each time
                  it undertakes an obligation to service a financial asset by entering
                  into
                  a servicing contract.
  2.
              Requires
                  all separately recognized servicing assets and servicing liabilities
                  to be
                  initially measured at fair value, if practicable.
  3.
              Permits
                  an entity to choose ‘amortization method’ or ‘fair value measurement
                  method’ for each class of separately recognized servicing assets and
                  servicing liabilities.
  4.
              At
                  its initial adoption, permits a one-time reclassification of
                  available-for-sale securities to trading securities by entities
                  with
                  recognized servicing rights, without calling into question the
                  treatment
                  of other available-for-sale securities under Statement 115, provided
                  that
                  the available-for-sale securities are identified in some manner
                  as
                  offsetting the entity’s exposure to changes in fair value of servicing
                  assets or servicing liabilities that a servicer elects to subsequently
                  measure at fair value.
  5.
              Requires
                  separate presentation of servicing assets and servicing liabilities
                  subsequently measured at fair value in the statement of financial
                  position
                  and additional disclosures for all separately recognized servicing
                  assets
                  and servicing liabilities.
  This
        Statement is effective as of the beginning of the Company’s first fiscal year
        that begins after September 15, 2006.
  Management
        does not believe that SFAS No. 155 and No. 156 will have an impact on our
        financial statements. Other recent accounting pronouncements issued by the
        FASB
        (including its Emerging Issues Task Force), the American Institute of Certified
        Public Accountants, and the SEC did not or are not believed by management
        to
        have a material impact on our present or future financial statements included
        elsewhere herein.
 
 5. RELATED
        PARTY TRANSACTIONS
  We
        owe
        $200,000 to the former President of our predecessor entity MW Medical, Inc.
        under a promissory note dated June 15, 2003, and originally due December
        31,
        2004 bearing an interest rate of 10% per annum. The note is convertible to
        common shares of the Company at a price of $0.20 or half the market price
        of the
        shares at the time of conversion. The maturity date of the note was extended
        to
        December 31, 2005 by the note holder and remains unpaid as of March 31, 2007.
        We
        have recorded accrued interest in the amount of $86,923.
  F
            -
            8
 ***Table
            of Contents***
  DAVI
        SKIN, INC
 (Formerly
        MW Medical, Inc.)
 A
        Development Stage Company
 March
        31,
        2007
 NOTES
        TO
        FINANCIAL STATEMENTS
  We
        outsource a portion of our operational activities to companies with greater
        expertise in certain areas in order to keep our overhead expenditures to
        a
        minimum. Currently our payroll function is outsourced to an accounting firm
        with
        one of its partners being both a member of our Executive Advisory Board and
        a
        relative of a member of our Board of Directors.
 
 6. FIXED
        ASSETS
 
 Fixed
        assets consist of the following as of March 31, 2007:
 Furniture
                      and fixtures
                  $
                  6,972Computer
                      equipment
                  
                  11,718Leasehold
                      improvements
                  
                  17,00035,690Less:
                      accumulated depreciation
                  
                  (5,269)Fixed
                      assets, net
                  $
                  30,421
  7. DEPOSIT
 
 The
        Company has booked $44,505 in deposits. The deposit is related to the Company’s
        prior leasing of office space located at 301 North Canon, Suite 207 Beverly
        Hills, CA 90292. It is management’s opinion that this amount will be
        recovered.
 
 8. COMMITMENTS
        AND CONTINGENCIES
  Lease
        agreements .
        On May
        18, 2006, the Company entered into a 3-year lease agreement with Marina Glencoe,
        LLC, a California limited liability company, to lease approximately 1,980
        square
        feet of office space located at 4223 Glencoe Ave, Suite B130 Marina Del Rey,
        CA
        90292. The lease provides for monthly rental payments, including parking
        and
        utilities of $ 4,643 for the first 12 months, $ 4,775.54 for months 13 -
        24 and
        $4,912.05 for months 24 - 36. The Company provided a letter of credit in
        the
        amount of $49,896 as a security deposit.
 
 Future
        minimum annual lease payments and principal payments under existing agreements
        are as follows:
  12
                  months ending
                March
                  31,2007
              $
              
              57,0412008
              
              
              58,6722009
              
              
              9,824Total
              $
              
              125,537
 
  F
            -
            9
 ***Table
            of Contents***
  DAVI
        SKIN, INC
 (Formerly
        MW Medical, Inc.)
 A
        Development Stage Company
 March
        31,
        2007
 NOTES
        TO
        FINANCIAL STATEMENTS
 
 Total
        rental expenses under non-cancelable lease terms in excess of one year was
        $13,929, $24,263, and $93,041 for the three month period ended March 31,
        2007
        and 2006, and the period from inception (March 21, 2004) through March, 31,
        2007, respectively.
 
 9. CONCENTRATIONS
 
 The
        Company’s sales during the three month period ended March 31, 2007 were to one
        customer and all purchases of inventory were from one supplier.
 
 At
        March
        31, 2007, the Company maintained certificates of deposit at one major financial
        institution in excess of the federally insured limits pursuant to Federal
        Deposit Insurance Corporation of $155,332.
 
 10. CAPITAL
        STOCK TRANSACTIONS
 
 Preferred
        stock- The
        authorized preferred stock is 10,000,000 shares at $0.001 par value. As of
        March
        31, 2007 there were no preferred shares issued or outstanding.
  Common
        Stock- The
        authorized common stock is 90,000,000 shares at $0.001 par value. As of March
        31, 2007, there were 12,315,820 shares of common stock outstanding.
 
 11. WARRANTS
 
 On
        March
        27, 2006, we closed a Stock Purchase Agreement (“SPA”) with Artist House
        Holdings, Inc. (“Artist House.”) Under the Stock Purchase Agreement, Artist
        House agreed to purchase 283,333 of our Securities Units (“Securities Units,”) consisting
        of 566,667 shares of common stock and a warrant to purchase an additional
        283,333 shares of common stock at $4.50 per share exercisable in 24 months,
        in
        exchange for gross proceeds of $1,700,000 (less $204,000 in fees) for net
        proceeds of $1,496,000, an effective price of $2.65 per share. We filed the
        Registration Statement, however did not pursue the registration process due
        to
        legal proceedings. The
        warrants issued in accordance with the above mentioned SPA were valued at
        $275,737 using the Black-Scholes option pricing model. The following table
        summarizes the assumptions used in arriving at the valuation:
 
 Number
                  of warrants issued
              
              
              283,333Market
                  price at grant date
              
              $
              1.50Exercise
                  price
              
              $
              4.50Term
              
              
              24
                  monthsVolitility
              
              
              66
              %Annual
                  rate of quarterly dividends
              
              
              0.00
              %Discount
                  Rate-Bond Equivalent Yield
              
              
              4.61
              %
 
  F
            -
            10
 ***Table
            of Contents***
  DAVI
        SKIN, INC
 (Formerly
        MW Medical, Inc.)
 A
        Development Stage Company
 March
        31,
        2007
 NOTES
        TO
        FINANCIAL STATEMENTS
 
 12. COMMON
        STOCK OPTIONS
  In
        order
        to determine compensation on options issued to consultants, as well as fair
        value disclosures for employees’ options, the fair value of each option granted
        is estimated on the date of grant using the Black-Scholes option-pricing
        model.
        The Company estimates the requisite service period used in the Black-Scholes
        calculation based on an analysis of vesting and exercisability conditions,
        explicit, implicit, and/or derived service periods, and the probability of
        the
        satisfaction of any performance or service conditions. The Company also
        considers whether the requisite service has been rendered when recognizing
        compensation costs. The Company does not consider market conditions to be
        vesting conditions and an award is not deemed to be forfeited solely because
        a
        market condition is not satisfied.
  On
        November 1, 2005, we entered into an employment agreement (“Agreement”) with our
        President. The term of the Agreement is for two years with an annual salary
        of
        $120,000. The Agreement provides for bonuses to our President based upon
        our
        financial performance to be determined at the sole discretion of our Board
        of
        Directors after consultation with our President. The Agreement also provides
        for
        equity based compensation to purchase up to 1,250,000 shares of our common
        stock
        (“Stock Options”) at a purchase price of $0.25 per share. The Stock Options vest
        as follows: 250,000 shares upon execution of the Agreement; 500,000 shares
        on
        March 1, 2006; and 500,000 shares on March 1, 2007. During the three months
        ended March 31, 2007, the President agreed to forfeit options to purchase
        750,000 shares of the Company’s common stock. The estimated fair value of the
        Stock Options has been determined using Black-Scholes option pricing model
        using
        the following assumptions:
 
 exercise
                  price of
              
              $
              0.25closing
                  stock price on date of the Agreement of
              
              $
              3.50historical
                  stock price volatility of
              
              
              77
              %risk
                  free interest rate of
              
              
              3.50
              %dividend
                  yield of
              
              
              0%
                  and 3 year term.
  The
        estimated fair value of the Stock Options was expensed over the vesting
        period. During the three months ended March 31, 2007, 2006, and during the
        period from inception (March 21, 2004) through March 31, 2007 we recorded
        an
        expense related to the Stock Options of $702,486, $1,582,407, and $4,764,157,
        respectively.
  In
        February 2006, we employed Patrick Pflipsen and the Company agreed to provide
        equity based compensation to purchase up to 50,000 shares of our common stock
        (“Stock Options”) at a purchase price of $0.26 per share.  The estimated
        fair value of the Stock Options has been determined using Black-Scholes option
        pricing model using the following assumptions:
  F
            -
            11
 ***Table
            of Contents***
  DAVI
        SKIN, INC
 (Formerly
        MW Medical, Inc.)
 A
        Development Stage Company
 March
        31,
        2007
 NOTES
        TO
        FINANCIAL STATEMENTS
 
 exercise
                  price of
              $
              0.26closing
                  stock price on date of the Agreement of
              
              $
              0.26historical
                  stock price volatility of
              
              
              66
              %risk
                  free interest rate of
              
              
              4.56
              %dividend
                  yield of
              
              
              0%
                  and 1year term.
  The
        estimated fair value of the Stock Options totaled $6,166, which was expensed
        over the vesting period. During the three months ended March 31, 2007and
        2006,
        and during the inception period from inception (March 21, 2004) through March
        31,2007, we recorded an expense related to the Stock Options of $0, $0, $6,166,
        respectively.
  On
        June
        8, 2006, we entered into an employment agreement (“Agreement”) with our Chief
        Financial Officer. The term of the Agreement is for two years with an annual
        salary of $120,000. The Agreement provides for bonuses to our Chief Financial
        Officer based upon our financial performance to be determined at the sole
        discretion of our Board of Directors, and quarterly bonuses tied to the accurate
        and timely filing of all required SEC filings. The Agreement also provides
        for
        equity based compensation to purchase up to 370,000 shares of our common
        stock
        (“Stock Options”) at a purchase price of $1.00 per share. The Stock Options vest
        as follows: 10,000 shares upon execution of the Agreement; 30,000 shares
        at the
        end of each quarter during the term that the Executive remains employed.
        This
        executive resigned on September 15, 2006, and accordingly, the options to
        purchase 360,000 shares were forfeited during the year ended December 31,
        2006.
        The estimated fair value of the Stock Options has been determined using
        Black-Scholes option pricing model using the following assumptions:
 
 exercise
                  price of
              
              $
              1.00closing
                  stock price on date of the Agreement of
              
              $
              1.01historical
                  stock price volatility of
              
              
              107
              %risk
                  free interest rate of
              
              
              4.99
              %dividend
                  yield of
              
              
              0%
                  and 3 year term.
  The
        estimated fair value of the Stock Options totaled $8,696, which was
        expensed over the vesting period. During the three months ended March 31,
        2007and 2006, and during the period from inception (March 21, 2004) through
        March 31, 2007, we recorded an expense related to the Stock Options of $0,
        $0,
        $8,696, respectively.
  On
        November 28, 2006, Davi Skin, Inc. (the “Company”) executed and delivered a
        severance agreement with Patrick Pflipsen (“Pflipsen”) by which the Company
        terminated Pflipsen’s employment with the Company.  In consideration for
        Pflipsen’s obligations under the agreement, the agreement provides that the
        Company shall issue 50,000 options to purchase common stock of the Company
        with
        an exercise price of $0.50 per share.  Under the agreement, the Company
        also retained the option to engage Pflipsen as a consultant to assist in
        various
        projects, including capital raises for the Company. The estimated fair value
        of
        the Stock Options has been determined using Black-Scholes option pricing
        model
        using the following assumptions:
  F
            -
            12
 ***Table
            of Contents***
  DAVI
        SKIN, INC
 (Formerly
        MW Medical, Inc.)
 A
        Development Stage Company
 March
        31,
        2007
 NOTES
        TO
        FINANCIAL STATEMENTS
 
 exercise
                  price of
              
              $
              0.49closing
                  stock price on date of the Agreement of
              
              $
              0.25historical
                  stock price volatility of
              
              
              152
              %risk
                  free interest rate of
              
              
              4.56
              %dividend
                  yield of
              
              
              0%
                  and 6 mth term.
  The
        estimated fair value of the Stock Options totaled $9,740, which was expensed
        over the vesting period., During the three months ended March 31, 2007and
        2006,
        and during the period from inception (March 21, 2004) through March 31, 2007,
        we
        recorded an expense related to the Stock Options totaling $0, $0, and $9,740
        respectively.
  The
        following is a summary of the stock option activity:
 
 Number
                of
                  Shares
              
              Weighted
                Average
                Exercise
                  PriceOutstanding
                  at January 1, 2007
              
              
              1,360,000
              
              $
              0.26Options
                  Granted
              
              
              -
              
              $
              -Options
                  Canceled
              
              
              (750,000
              )
              $
              (0.25
              )Options
                  Exercised
              
              
              -
              
              $
              -Outstanding
                  at March 31, 2007
              
              
              610,000
              
              $
              0.26Exercisable
                  at March 31, 2007
              
              
              610,000
              
              $
              0.26
 
 The
        details of the vested stock options outstanding as of March 31, 2007 are as
        follows:
 
 Options
                  Outstanding
              
              Options
                  ExercisableRange
                  of
                Exercisable
                  Prices
              
              Number
                Outstanding
              
              Weighted
                  Average Remaining
                Contractual
                Life
                  (in years)
              
              Weighted
                Average
                Exercise
                  Price
              
              Number
                Exercisable
              
              Weighted
                Average
                Exercise
                  Price$0.25
                  - $1.00
              
              
              610,000
              
              
              1.55
              
              $
              0.26
              
              
              610,000
              
              $
              0.26
 
  F
            -
            13
 ***Table
            of Contents***
  DAVI
        SKIN, INC
 (Formerly
        MW Medical, Inc.)
 A
        Development Stage Company
 March
        31,
        2007
 NOTES
        TO
        FINANCIAL STATEMENTS
  Options
                  Outstanding & Unvested at
                March
                  31, 2007Number
                Outstanding
              
              Weighted
                Average
                Exercise
                  PriceNon
                  Vested at January 1, 2007
              
              
              500,000
              
              $
              0.25Granted
              
              
              -
              
              $
              -Forfeited
              
              
              -
              
              $
              -Vested
              
              
              (500,000
              )
              $
              0.25Non
                  Vested at March 31, 2007
              
              
              -
              
              $
              -
 
 13. EQUITY
        SECURITIES OFFERINGS
 
 On
        January 3, 2007, the Company entered into an agreement with Donald B. Schwall,
        Jr. (“Mr. Schwall”).  Pursuant to the agreement, Mr. Schwall is obligated
        to act as a consultant and advisor to the Company on various promotional
        and
        marketing campaigns, including developing online promotional concepts, events
        and materials to increase website awareness, service membership, and eCommerce
        product sales.  Mr. Schwall will also provide consulting services relating
        to endorsements, co-operative promotions, and other forms of strategic
        alliances.  The agreement provides that the Company shall compensate Mr.
        Schwall for his services with 400,000 shares of Company common stock issued
        under the Company’s stock compensation plan as follows:  200,000 shares
        upon execution of the Agreement, and 200,000 shares on April 1, 2007 so long
        as
        the agreement is in effect on such date.  The agreement shall terminate on
        January 3, 2008.
  The
        Company filed a Registration Statement on Form S-8 relating to 200,000
        shares of its common stock, par value $0.001 per share (the “Common Stock”)
        issued to Donald B. Schwall, Jr. (“Consultant”), an eligible consultant to the
        Corporation under that certain Consulting Agreement between the Company and
        Consultant dated as of January 3, 2007. Subsequent to March 31, 2007, the
        consulting agreement was cancelled and 150,000 shares of common stock were
        returned. During the three month period ended March 31, 2007, non cash
        consulting fees of $30,000 were recorded relating to this
        agreement.
 
 14. LEGAL
        PROCEEDINGS
 
 An
        action
        entitled Rowe D. Nelson, et al. vs. Davi Skin, Inc., et al., Los Angeles
        Superior Court Case No. SC091146 (the “Complaint”) was filed on September 20,
        2006. The plaintiffs filed an amended complaint on or about October 6, 2006,
        to
        which the defendants filed a demurrer, which was sustained in part. The
        plaintiffs filed a second amended complaint ("SAC") on or about February
        23,
        2007, and defendants have demurred in part to that pleading. The demurrer
        is
        pending. The Complaint makes a number of allegations, principally that (a)
        certain individual members of the Mondavi family, including our Chairman,
  F
            -
            14
 ***Table
            of Contents***
  DAVI
        SKIN, INC
 (Formerly
        MW Medical, Inc.)
 A
        Development Stage Company
 March
        31,
        2007
 NOTES
        TO
        FINANCIAL STATEMENTS
 
 Carlo
        Mondavi, made intentional misrepresentations or fraudulent omissions about
        the
        physical and financial involvement of the Mondavi family in the Company,
        the
        enforceability of certain agreements between the Company and Opus One and
        the
        Robert Mondavi Corporation, and the acquisition of the Robert Mondavi
        Corporation by Constellation Brands, to induce the plaintiffs to invest in
        the
        Company, (b) certain individual members of the Mondavi family, including
        our
        Chairman, Carlo Mondavi, made intentional misrepresentations to induce plaintiff
        Sam Medley and his son and business associate (the “Medleys”) to merge MW
        Medical, Inc., a company the Medleys allegedly contracted to buy, into Davi
        Skin, Inc., at the time a privately held company, and (c) Carlo Mondavi,
        our
        Chairman and a director, Joe Spellman, our President and CEO and a director,
        and
        Josh LeVine, an executive vice president and director, misused corporate
        assets
        for their personal benefit by voting to increase their own salaries, issuing
        themselves stock options and approving large expense reimbursements. Based
        on
        these factual allegations, the Complaint states fifteen (15) causes of action
        against some or all of the named defendants, including, among others, breach
        of
        fiduciary duty of loyalty, breach of fiduciary duty of care, unjust enrichment,
        conversion, waste of corporate assets, fraudulent misrepresentation, fraud
        in
        the inducement, state law securities fraud, intentional interference with
        contract and promissory estoppel. We do not believe that the claims are
        meritorious and dispute the underlying facts alleged. We intend to defend
        the
        matter vigorously.
  On
        May 4,
        2006 we received a letter from legal counsel representing Artist House in
        which
        Artist House purportedly terminated the SPA dated March 27, 2006, and demanded
        the unconditional return of $1,700,000 million, representing Artist House’s
        purchase price under the SPA for 566,667 shares of our common stock plus
        warrants exercisable into 283,333 shares of our common stock. In this demand
        letter, Artist House alleged that we failed to timely perform certain conditions
        and obligations under the SPA, including
        (a) appointing certain individuals affiliated with Artist House to our board
        of
        directors, (b) obtaining directors and officers liability insurance, (c)
        modifying rights related to stock options issued to our CEO, Joe Spellman,
        (d)
        appointing Artist House as our licensing agent in Japan, and (e) requiring
        board
        approval for any salary increases to our officers. On July 6, 2006, counsel
        for
        the Company received written notice from another attorney representing Artist
        House, demanding rescission of the SPA, based on the similar claims and
        allegations of breach and non-performance by the Company and allegations
        that
        the alleged
        “finder” of the investment was acting as an unlicensed broker and therefore the
        transaction is subject to rescission. The Company denies the
        allegations.
 
 On
        or
        about August 2, 2006, a lawsuit entitled Artist House Holdings, Inc. vs Davi
        Skin, Inc. et. al., United States District Court, District of Nevada, Case
        No.
        2:06-CV-893-RLH-LRL, was filed in federal district court in Nevada against
        the
        Company, its directors, and other individuals. The plaintiff, Artist House
        Holdings, Inc., is a shareholder in the Company. The complaint alleged
        violations of federal securities law and Nevada securities law, breach of
        contract, and related claims arising from the plaintiff's investment in Company.
        A First Amended Complaint was filed on July 31, 2006, and a Second Amended
        Complaint on January 8, 2007. On December 22, 2006, the plaintiffs filed
        an
        emergency motion for a preliminary injunction, which the District Court denied
        on January 12, 2007. On January 26, 2007, the Company and its directors filed
        a
        motion to dismiss the federal securities law claim. That motion was granted
        on
        March 27, 2007. The Court gave the plaintiff leave to amend, and plaintiff
        subsequently filed an amended complaint to restate the claims not dismissed
        and
        to add a party defendant.  We filed an answer to the amended complaint on
        May 17, 2007.  We intend to defend the matter vigorously.
  F
            -
            15
 ***Table
            of Contents***
  DAVI
        SKIN, INC
 (Formerly
        MW Medical, Inc.)
 A
        Development Stage Company
 March
        31,
        2007
 NOTES
        TO
        FINANCIAL STATEMENTS
 
 During
        April, 2006, we received a letter from a third party requesting the exercise
        of
        a conversion right attached to a $200,000 note originally due to Ms. Jan
        Wallace, the former CEO of MW Medical. The company is in negotiations presently
        with Ms. Wallace to convert the note from debt to equity. At the year end,
        the
        note was still a debt on the books of the company accruing interest.  Since
        then, the debt has been converted to equity in the names of third party
        holders.
  The
        financial statements do not reflect any adjustments that could result from
        an
        unfavorable outcome with respect to any of the above legal proceedings. At
        this
        juncture we cannot determine the outcome nor range of any such loss. We do
        believe, however, that the above litigation is without merit, and are currently
        evaluating strategic and legal options best suited for our future
        growth.
  15. SUBSEQUENT
        EVENTS
 
 On
        April
        23, 2007, the Company retained Crescent Fund, LLC to provide consulting services
        relating to endorsements, co-operative promotions, and other forms of strategic
        alliances.  The agreement provides that the Company shall compensate
        Crescent for their services with 400,000 shares of Company common stock issued
        under the Company’s stock compensation plan.
   F
            -
            16
 ***Table
            of Contents***
  **Item
        2.   Management’sDiscussion and Analysis or
        Plan of Operation**





**Forward-Looking
      Statements**





Certain
      statements, other than purely historical information, including estimates,
      projections, statements relating to our business plans, objectives, and expected
      operating results, and the assumptions upon which those statements are based,
      are “forward-looking statements” within the meaning of the Private Securities
      Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933
      and Section 21E of the Securities Exchange Act of 1934. These
      forward-looking statements generally are identified by the words “believes,”
“project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,”
“may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and
      similar expressions. We
      intend
      such forward-looking statements to be covered by the safe-harbor provisions
      for
      forward-looking statements contained in the Private Securities Litigation Reform
      Act of 1995, and are including this statement for purposes of complying with
      those safe-harbor provisions. Forward-looking
      statements are based on current expectations and assumptions that are subject
      to
      risks and uncertainties which may cause actual results to differ materially
      from
      the forward-looking statements. Our
      ability to predict results or the actual effect of future plans or strategies
      is
      inherently uncertain. Factors which could have a material adverse affect on
      our
      operations and future prospects on a consolidated basis include, but are not
      limited to: changes in economic conditions, legislative/regulatory changes,
      availability of capital, interest rates, competition, and generally accepted
      accounting principles. These risks and uncertainties should also be considered
      in evaluating forward-looking statements and undue reliance should not be placed
      on such statements. We
      undertake no obligation to update or revise publicly any forward-looking
      statements, whether as a result of new information, future events or otherwise. Further
      information concerning our business, including additional factors that could
      materially affect our financial results, is included herein and in our other
      filings with the SEC.





**Overview**





We
      are
      principally engaged in the development, manufacturing and distribution of luxury
      branded skincare products for men and women that encompass the anti-oxidant
      rich
      by-products of the winemaking process coupled with the latest innovations in
      modern technology. We also function as a licensing agent to entities interested
      in associating their products with our luxury brand names. The development
      of
      the luxury branded skincare product line and its related packaging is now
      complete. We are now selling the initial nine (9) SKUs, four (4) products in
      the
      women’s line and five (5) products in the men’s line, which are described in
      more detail below. All the products are now available pursuant to our retail
      launch in October 2006 with luxury retailer Bergdorf Goodman in New York City.
      Since the launch, the products are now available at Bergdorf Goodman and through
      their website; Bliss World Catalogs, and their corresponding website; and the
      luxury hotel and spa, Meadow Wood, located in the Napa Valley. These select
      upscale retailers submit purchase orders for quantities of our branded products,
      which we fulfill from our distribution center.





4
 ***Table
          of Contents***


***Skin
      Care Products***





The
      initial nine (9) SKUs include four (4) products for women and five (5) for
      men
      described in detail below.





Women’s
      Line :




§
            Le
                Grand Cru for Women — An ultra-luxurious cream designed for women to
                provide a unique, long lasting, slow released infusion of anti-oxidants
                and moisture to the skin in order to make it smoother, softer and
                more
                supple;





§
            Vine
                Fresh SPF 30 Lotion — Oil free everyday moisturizer with UVB/UVA
                protection of a SPF 30. Formulated as a light, non-greasy formula,
                which
                is perfect for any type skin to moisturize and protect against oxidative
                damage such as pollution and stress;





§
            Moscato
                Purifying Cleanser — A gentle, luxurious creamy product designed to
                cleanse and condition at the same time;





§
            Harvest
                Mist Toner — A super hydrating mist, formulated to tone, hydrate and
                refresh dull complexion.





Men’s
      Line :




§
            Le
                Grand Cru for Men — An ultra-luxurious cream designed for men to provide a
                unique, long lasting, slow released infusion of anti-oxidants and
                moisture
                to the skin in order to make it smoother, softer and more supple;





§
            Vine
                Fresh SPF 15 Lotion — Oil free everyday moisturizer with UVB/UVA
                protection of a SPF 15. Formulated as a light, non-greasy formula,
                which
                is perfect for any type skin to moisturize and protect against oxidative
                damage such as pollution and stress;





§
            Reserve
                Shave Cream — A luxurious shave cream designed to provide an
                extraordinarily close yet comfortable shave;





§
            Coastal
                Vine After Shave — An aftershave elixir /tonic used to soothe freshly
                shaved skin, reduce irritation and provide moisturizing properties;





§
            Crushed
                Grape Seed Exfoliating Cleanser —Infused with crushed grape seeds this
                product is designed to cleanse, exfoliate and condition at the same
                time.





At
      the
      core of all our products is a proprietary microencapsulated anti-aging
      antioxidant complex called Meritage that was created in collaboration with
      laboratories in Lyon, France. Meritage is a blend of grape and fermented wine
      extracts, green tea, raspberry, blackcurrant, and bilberry extracts amongst
      other select key ingredients. The Meritage complex is created through a unique
      double fermentation process, which allows for the select high-level antioxidants
      to remain active on the skin longer than conventionally created
      products.


5
 ***Table
          of Contents***





***Licensing
      Agent***





In
      order
      to further our success and to leverage our Board Chairman’s highly visible and
      well-respected Mondavi name into other market categories, we entered into an
      agreement with Constellation Brands Group (“CBG”), the parent entity of The
      Robert Mondavi Corporation (“RMC”). RMC has retained us to act as their
      licensing agent in agreements with Waterford Wedgewood USA, Inc. (“Waterford”)
      on the development of a Robert Mondavi stemware line. CBG owns certain
      intellectual property rights held in RMC, including the valued Robert-Mondavi
      licensed marks (the “Intellectual Property”), and we have been engaged to: (1)
      negotiate opportunities with Waterford to license the Intellectual Property
      with
      Waterford’s stemware products, (2) develop and implement strategic plans for
      branding Waterford’s products, and (3) facilitate the terms and conditions of
      any agreements with Waterford. In exchange, CBG has agreed to compensate us
      with
      a revenue share of thirty three and one-third percent (33 -1/3%) of the gross
      revenues collected in any agreement we establish with Waterford. Gross revenues
      means the gross receipts actually received from any agreement with Waterford,
      including without limitation advance payments, minimum guarantees, royalty
      payments and other license fees.





We
      received a one-time $25,000 signing bonus during the year ended December
      31, 2006 for the successful negotiation and execution of the Constellation
      licensing arrangement. Subsequent to this reporting period, we have begun to
      receive royalty payments per the terms set forth in the agreement.





**Plan
      of Operation in the Next Twelve Months**





***Skin
      Care Line***





We
      completed the research and development of our initial line of luxury branded
      skincare products for men and women that harness the substantial antioxidant
      powers of fermented grape extracts. Production of the initial nine (9) SKUs
      commenced with our contract manufacturer last September ahead of our October
      2006 retail launch with Bergdorf Goodman.





The
      initial nine (9) SKUs include four (4) products for women and five (5) for
      men.
      All the products are now available pursuant to our retail launch in October
      2006
      with luxury retailer Bergdorf Goodman in New York City. Since the launch, the
      products are now available at Bergdorf Goodman, and through their website;
      Bliss
      World Catalogs, and their corresponding website; and the luxury hotel and spa,
      Meadow Wood, located in the Napa Valley. These select upscale retailers submit
      purchase orders for quantities of our branded products, which we fulfill from
      our distribution center. We intend to continue our plan to position our products
      in this market.


6
 ***Table
          of Contents***





***Manufacturer***





Prior
      to
      our product launch in October 2006, we completed the research and development
      necessary to finalize the product designs and technical aspects needed to
      commence production of our products with our contract manufacturer. We completed
      the process of choosing all peripheral items involved in the manufacturing
      and
      marketing process, including:


§
            the
                final shape and size of the product containers;





§
            the
                final selection of caps;





§
            the
                final packaging design;





§
            the
                logo and label designs; and





§
            final
                unit carton design and construction





Upon
      final selection of the packaging directions and the completion of technical
      drawings of the packaging itself, production of our initial nine (9) SKUs
      commenced. Upon the completion of production, finished goods were then shipped
      to our distribution warehouse to await distribution to our retail channels.
      We
      intend to continue working with our contact manufacturer to ensure that our
      product orders are responsive to the needs of our customers.





***Distribution
      / Expansion***





We
      are in
      the process of exploring the expansion of our retail distribution. Our current
      plan is to begin supplying upscale retailers with our products in several select
      cities in the United States including Los Angeles as well as to expand overseas
      beginning with Europe and ultimately into Asia.





***Luxury
      Branding and Acquisitions***




During
      the normal course of business, our management team has been searching for other
      business opportunities that would allow us to diversify our sources of
      revenue.





In
      order
      to accomplish this new portion of our business plan, our board of directors
      will
      focus more on becoming a luxury brands headquarters. It is our intent to
      leverage our Chairman of the Board’s highly visible and well-respected Mondavi
      name into other market categories as well as to acquire new brands and
      intellectual properties to own, develop and license in the luxury category,
      while continuing to develop our original luxury skin care
      products.


7
 ***Table
          of Contents***





It
      is our
      intent that our company will become a holding company that will maintain the
      intellectual properties, trademarks, copyrights and licenses of the various
      operating businesses we are able to acquire or partner with. We plan to own
      anywhere from 0% to 100% of these operational companies. Depending on the
      circumstances surrounding each opportunity, management anticipates it will
      choose to fund these operational companies or enter into a joint venture with
      them. The holding company will generate revenues from all licenses it issues
      to
      use the Mondavi and Davi names.





As
      our
      first step to further our new objective, we entered into an agreement with
      Constellation Brands Group (“CBG”), the parent entity of The Robert Mondavi
      Corporation (“RMC”). RMC has retained us to act as their licensing agent in
      agreements with Waterford Wedgewood USA, Inc. (“Waterford”) on the development
      of a Robert Mondavi stemware line. CBG owns certain intellectual property rights
      held in RMC, including the valued Robert-Mondavi licensed marks (the
“Intellectual Property”), and we have been engaged to (1) negotiate
      opportunities with Waterford to license the Intellectual Property with
      Waterford’s stemware products, (2) develop and implement strategic plans for
      branding Waterford’s products, and (3) facilitate the terms and conditions of
      any agreements with Waterford. In exchange, CBG has agreed to compensate us
      with
      a revenue share of thirty three and one-third percent (33 - 1/3%) of the gross
      revenues collected in any agreement we establish with Waterford. Gross revenues
      means the gross receipts actually received from any agreement with Waterford,
      including without limitation advance payments, minimum guarantees, royalty
      payments and other license fees.





On
      February 7, 2006, we successfully established the first license agreement (the
      “License Agreement”) with Waterford. RMC granted to Waterford the exclusive
      right to use the Intellectual Property in connection with the manufacture and
      worldwide distribution of Waterford’s stemware, barware, decanters, and other
      related products (the “Licensed Products”). Pursuant to the terms of the License
      Agreement, we have been retained to facilitate promotional efforts of the
      Licensed Products. Specifically, we have been retained to provide Waterford
      the
      services of Carlo Mondavi, our Chairman and Founder, to act as spokesman for
      the
      Licensed Products and to make personal appearances at scheduled promotional
      events. In exchange, Waterford agreed to provide percentage royalties to RMC
      on
      net sales of the Licensed Products. Since we negotiated the terms and conditions
      of the License Agreement with Waterford and will provide promotional services
      to
      Waterford, we will share thirty three and one-third percent (33 -1/3%) in any
      proceeds received from the License Agreement.





**Results
      of Operations for the three months ended March 31, 2007 and
      2006**





Our
      total
      assets as of March 31, 2007 were $1,040,011.  Our assets largely consist of
      certificates of deposit in the amount of $255,332 and inventory in the amount
      of
      $669,468. Our total assets as of March 31, 2006, were $2,897,554, consisting
      primarily of cash in the amount of $102,576 and a certificate of deposit in
      the
      amount of $2,705,352. The decrease in cash and investments, our primary assets,
      is attributable to our administrative costs as the Company has been promoting
      and developing its product lines, which were launched in October
      2006.


8
 ***Table
          of Contents***





Our
      total
      liabilities as of March 31, 2007 were $605,084 compared to $281,343 as of March
      31, 2006. Our liabilities consisted primarily of (i) accounts payable in the
      amount of $305,190, and (ii) $286,923 in a note payable, including $86,923
      in
      accrued interest, to a related party.





*Sales* . 
      Sales consists of revenues from the sale of products from our skin care
      line. We reported sales of $27,219 for the three month period ended March
      31, 2007, compared with sales of $0 for the same period ended March 31,
      2006.  This increase is a result of the skin care line launch in October
      2006.  Our cost of goods sold for the three months ended March 31, 2007 was
      $2,188 for gross profits of $25,031 for quarter sales.





*Operating
      Expenses* . 
      We
      incurred operating expenses in the amount of $1,442,510 for the three months
      ended March 31, 2007, compared to opearting expenses of $2,185,674 for the
      same
      reporting period in the prior year. The decrease in expenses was largely caused
      by a decrease in stock based compensation paid to our executive officers. Our
      operating expenses for the three months ended March 31, 2007 consisted of
      selling, general and administrative expenses of $325,334, depreciation of
      $1,750, consulting fees of $155,117, employee stock options of $702,486, and
      professional fees of $257,823. In comparison, our operating expenses for the
      three months ended March 31, 2006 consisted of selling, general and
      administrative expenses of $227,870, depreciation of $5,022, employee stock
      options of $1,898,257, and professional fees of $54,525.




*Other
      Income* . 
      We reported other income of $31,133 for the three months ended March 31, 2007
      and other income of $30,598 for the three months ended March 31, 2006. Other
      income during the three months ended March 31, 2007 and 2006 consisted of
      royalty income in connection with our licensing agent agreement, interest income
      and other income.




*Net* *Loss* .
      We
      reported a net loss of $1,386,346 or $0.11 per share for the three months ended
      March 31, 2007 compared to a net loss of $2,155,076 or $0.19 per share for
      the
      three months ended March 31, 2006.





**Liquidity
      and Capital Resources**





As
      of
      March 31, 2007, our total current assets of $965,085 consisted of
      $255,332 of certificates of deposit, $669,468 of inventory, $38,287 of
      accounts receivable, and $1,998 of prepaid expenses.  As of March 31, 2006,
      our total current assets of $2,809,953, consisted of $102,576 of cash,
      $2,705,352 of certificates of deposit, and $2,025 of prepaid expenses.  In
      addition, we had working capital of $360,001 and $2,528,610 at March 31, 2007
      and 2006, respectively.





We
      anticipate that we will be dependent, for the short future, upon additional
      investment capital to fund operating expenses.





**Cash
      Flows from Operating Activities**





Net
      cash
      used in operating activities was $454,897 for the three months ended March
      31,
      2007 compared to net cash used in operating activities of $594,645 for the
      three
      months ended March 31, 2006.





**Cash
      Flows from Investing Activities**





Net
      cash
      flow provided by investing activities amounted to $579,362 for the three months
      ended March 31, 2007 compared to net cash used in investing activities of
      $802,396 for the three months ended March 31, 2006.





**Cash
      Flows from Financing Activities**





Net
      cash
      flow used in financing activities amounted to $124,465 for the three month
      period ended March 31, 2007, compared to net cash provided by financing
      activities of $1,496,000 for the three month period ended March 31, 2006.


9
 ***Table
          of Contents***





**Off
      Balance Sheet Arrangements**





As
      of
      March 31, 2007, there were no off balance sheet arrangements.





**Going
      Concern**


The
        accompanying financial statements have been prepared in conformity with
        generally accepted accounting principle, which contemplate continuation of
        the
        Company as a going concern. The Company has incurred net losses of $1,386,346
        for the three month period ended March 31, 2007, and has incurred cumulative
        net
        losses of $10,132,619 since its inception and will require additional capital
        for its operational activities. The Company has successfully developed and
        established a line of men’s and women’s skin care products. The Company has and
        is aggressively launching its products with several luxury retailers. While
        the
        Company has already invested substantial funds in developing, promoting,
        and
        marketing activities, additional funds will be required to continue these
        efforts to establish market presence and gain market shares. The Company
        believes that these endeavors will result in increased sales. However, as
        of
        March 31, 2007, the Company has insufficient cash to operate its business
        for
        the next twelve months. The Company experienced revenues during the current
        quarter and believes that while revenues will increase, they will not be
        sufficient to absorb expenses to maintain the Company as a going concern.
        As
        such, the Company must raise additional capital to achieve its business goals
        and to continue operations. The Company’s ability to raise additional capital
        through the future issuances of the common stock is unknown. The ability
        to
        successfully resolve these factors raise substantial doubt about the Company’s
        ability to continue as a going concern. The financial statements of the
        Company do not include any adjustments that may result from the outcome of
        these
        aforementioned uncertainties. The Company currently has positive working
        capital, but has not established a stabilized source of revenues sufficient
        to
        cover operating costs over an extended period of time. Additionally, the
        Company
        is involved in litigation with several parties. While the Company is attempting
        to settle this litigation the outcome may adversely affect the liquidity
        of the
        Company and the ability to raise additional funds.
 
 Management
        anticipates that the Company will be dependent, for the near future, on
        additional investment capital to fund operating expenses before achieving
        operating profitability. The Company intends to further position itself so
        that
        it may be able to raise additional funds through the capital markets which
        to
        date it has demonstrated the ability to do so. Management is currently pursuing
        several alternatives to raise additional capital. While the management believes
        it will be successful in raising the necessary funds for its immediate needs,
        there are no assurances that in the future the Company will be successful
        in
        this or any of its endeavors or become financially viable and continue as
        a
        going concern.





**Critical
      Accounting Policies**





A
      “critical accounting policy” is one which is both important to the portrayal of
      a company’s financial condition and results, and requires management’s most
      difficult, subjective or complex judgments, often as a result of the need to
      make estimates about the effect of matters that are inherently uncertain. We
      believe that the following accounting policies fit this definition:




10
 ***Table
          of Contents***





Revenue
      recognition .  The
      Company recognizes revenues when services are rendered and/or products
      are delivered. Costs and expenses are recognized during the period in which
      they
      are incurred.




Receivables .
      The
      Company’s accounts receivables represent financial instruments with a potential
      risk. We offer, and reserve the right to deny, credit terms with credit limits
      to customers based on their creditworthiness. We retain the right to place
      approved accounts on credit hold should these accounts become delinquent. We
      will maintain an allowance for doubtful accounts for estimated losses should
      customers fail to make required payments. In addition, we monitor the accounts
      for aging, historical account balances, payment patterns, history of
      collectibility, and customer creditworthiness when determining the
      collectibility of bad debt. Accounts receivables are written off when all
      collection attempts have failed. Allowance for doubtful accounts may increase
      if
      circumstances warrant.




Inventory .
      The
      Company’s inventory consists of finished goods and raw materials, is stated at
      the lower of cost or market and cost is determined by the first-in, first-out
      method. The Company regularly monitors inventory quantities on hand and records
      write-downs for excess and obsolete inventories based primarily on the Company’s
      estimated forecast of product demand and production requirements. Such
      writedowns establish a new cost basis of accounting for the related inventory.
      Actual inventory losses may differ from management’s estimates, and such
      differences could be material to the Company’s financial position, results of
      operations and cash flows.




Stock-based
      compensation. The
      Company accounts for its stock options under SFAS 123(R).




In
      order
      to determine compensation on options issued to consultants, and employees’
options, the fair value of each option granted is estimated on the date of
      grant
      using the Black-Scholes option-pricing model. The Company estimates the
      requisite service period used in the Black-Scholes calculation based on an
      analysis of vesting and exercisability conditions, explicit, implicit, and/or
      derived service periods, and the probability of the satisfaction of any
      performance or service conditions. The Company also considers whether the
      requisite service has been rendered when recognizing compensation costs. The
      Company does not consider market conditions to be vesting conditions and an
      award is not deemed to be forfeited solely because a market condition is not
      satisfied.





**Recently
      Issued Accounting Pronouncements**





In
      February 2006, the FASB issued SFAS No. 155 entitled “Accounting *for
      Certain Hybrid Financial Instruments* ,”
an
      amendment of SFAS No. 133 (“Accounting *for
      Derivative*


11
 ***Table
          of Contents***


*Instruments
      and Hedging Activities* ”)
      and
      SFAS No. 140 (“Accounting *for
      Transfers and Servicing of Financial Assets and Extinguishments of
      Liabilities* ”).
      In
      this context, a hybrid financial instrument refers to certain derivatives
      embedded in other financial instruments. SFAS No. 155 permits fair value
      re-measurement of any hybrid financial instrument which contains an embedded
      derivative that otherwise would require bifurcation under SFAS No. 133. SFAS
      No.
      155 also establishes a requirement to evaluate interests in securitized
      financial assets in order to identify interests that are either freestanding
      derivatives or “hybrids” which contain an embedded derivative requiring
      bifurcation. In addition, SFAS No. 155 clarifies which interest/principal strips
      are subject to SFAS No. 133, and provides that concentrations of credit risk
      in
      the form of subordination are not embedded derivatives. SFAS No. 155 amends
      SFAS
      No. 140 to eliminate the prohibition on a qualifying special-purpose entity
      from
      holding a derivative financial instrument that pertains to a beneficial interest
      other than another derivative. When SFAS No. 155 is adopted, any difference
      between the total carrying amount of the components of a bifurcated hybrid
      financial instrument and the fair value of the combined “hybrid” must be
      recognized as a cumulative-effect adjustment of beginning deficit/retained
      earnings.




SFAS
      No.
      155 is effective for all financial instruments acquired or issued after the
      beginning of an entity’s first fiscal year that begins after September 15, 2006.
      Earlier adoption is permitted only as of the beginning of a fiscal year,
      provided that the entity has not yet issued any annual or interim financial
      statements for such year. Restatement of prior periods is
      prohibited.




In
      March
      2006 FASB issued SFAS 156 ‘Accounting for Servicing of Financial Assets’ this
      Statement amends FASB Statement No. 140, *Accounting
      for Transfers and Servicing of Financial Assets and Extinguishments of
      Liabilities,* with
      respect to the accounting for separately recognized servicing assets and
      servicing liabilities. This Statement:




1.
            Requires
                an entity to recognize a servicing asset or servicing liability each
                time
                it undertakes an obligation to service a financial asset by entering
                into
                a servicing contract.




2.
            Requires
                all separately recognized servicing assets and servicing liabilities
                to be
                initially measured at fair value, if practicable.




3.
            Permits
                an entity to choose ‘amortization method’ or ‘fair value measurement
                method’ for each class of separately recognized servicing assets and
                servicing liabilities.




4.
            At
                its initial adoption, permits a one-time reclassification of
                available-for-sale securities to trading securities by entities with
                recognized servicing rights, without calling into question the treatment
                of other available-for-sale securities under Statement 115, provided
                that
                the available-for-sale securities are identified in some manner as
                offsetting the entity’s exposure to changes in fair value of servicing
                assets or servicing liabilities that a servicer elects to subsequently
                measure at fair value.




5.
            Requires
                separate presentation of servicing assets and servicing liabilities
                subsequently measured at fair value in the statement of financial
                position
                and additional disclosures for all separately recognized servicing
                assets
                and servicing liabilities.





12
 ***Table
          of Contents***




This
      Statement is effective as of the beginning of the Company’s first fiscal year
      that begins after September 15, 2006.




Management
      does not believe that SFAS No. 155 and No. 156 will have an impact on our
      consolidated financial statements. Other recent accounting pronouncements issued
      by the FASB (including its Emerging Issues Task Force), the American Institute
      of Certified Public Accountants, and the SEC did not or are not believed by
      management to have a material impact on our present or future consolidated
      financial statements included elsewhere herein.





**Item
      3.     Controlsand Procedures**





We
      carried out an evaluation of the effectiveness of the design and operation
      of
      our disclosure controls and procedures (as defined in Exchange Act Rules
      13a-15(e) and 15d-15(e)) as of March 31, 2007. This evaluation was carried
      out
      under the supervision and with the participation of our Chief Executive Officer,
      Mr. Joseph Spellman, and Chief Financial Officer, Mr. Munjit Johal. Based upon
      that evaluation, our Chief Executive Officer and Chief Financial Officer
      concluded that, as of March 31, 2007, our disclosure controls and procedures
      are
      effective. There have been no changes in our internal controls over financial
      reporting during the quarter ended March 31, 2007.





Disclosure
      controls and procedures are controls and other procedures that are designed
      to
      ensure that information required to be disclosed in our reports filed or
      submitted under the Exchange Act are recorded, processed, summarized and
      reported, within the time periods specified in the SEC's rules and forms.
      Disclosure controls and procedures include, without limitation, controls and
      procedures designed to ensure that information required to be disclosed in
      our
      reports filed under the Exchange Act is accumulated and communicated to
      management, including our Chief Executive Officer and Chief Financial Officer,
      to allow timely decisions regarding required disclosure.





Limitations
      on the Effectiveness of Internal Controls





Our
      management does not expect that our disclosure controls and procedures or our
      internal control over financial reporting will necessarily prevent all fraud
      and
      material error. Our disclosure controls and procedures are designed to provide
      reasonable assurance of achieving our objectives and our Chief Executive Officer
      and Chief Financial Officer concluded that our disclosure controls and
      procedures are effective at that reasonable assurance level. Further, the design
      of a control system must reflect the fact that there are resource constraints,
      and the benefits of controls must be considered relative to their costs. Because
      of the inherent limitations in all control systems, no evaluation of controls
      can provide absolute assurance that all control issues and instances of fraud,
      if any, within the Company have been detected. These inherent limitations
      include the realities that judgments in decision-making can be faulty, and
      that


breakdowns
      can occur because of simple error or mistake. Additionally, controls can be
      circumvented by the individual acts of some persons, by collusion of two or
      more
      people, or by management override of the internal control. The design of any
      system of controls also is based in part upon certain assumptions about the
      likelihood of future events, and there can be no assurance that any design
      will
      succeed in achieving its stated goals under all potential future conditions.
      Over time, control may become inadequate because of changes in conditions,
      or
      the degree of compliance with the policies or procedures may deteriorate.


13
 ***Table
          of Contents***







**PART
      II - OTHER INFORMATION**





**Item
      1.Legal
      Proceedings**





There
      have been no material developments in the ongoing legal proceedings previously
      reported in which we are a party. A complete discussion of our ongoing legal
      proceedings is discussed in our annual report on Form 10-KSB for the year ended
      December 31, 2006.





**Item
      2.Unregistered Sales of Equity
      Securities and Use of Proceeds**




On
        April
        23, 2007, the Company retained Crescent Fund, LLC to provide consulting services
        relating to endorsements, co-operative promotions, and other forms of strategic
        alliances.  The agreement provides that the Company shall compensate
        Crescent for their services with 400,000 shares of Company common stock issued
        under the Company’s stock compensation plan.





**Item
      3.     Defaultsupon Senior
      Securities**





None





**Item
      4.     Submissionof Matters to a Vote
      of Security Holders**





No
      matters have been submitted to our security holders for a vote, through the
      solicitation of proxies or otherwise, during the quarterly period ended March
      31, 2007.





**Item
      5.    Other
      Information**





None





**Item
      6.Exhibits**





**Exhibit**
              **Number**
            **Description
                of Exhibit**31.1
            Certification
                of Chief Executive Officer pursuant to 18
                U.S.C. Section 1350, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 200231.2
            Certification
                of Chief Financial Officer pursuant to 18
                U.S.C. Section 1350, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 200232.1
            Certification
                of Chief Executive Officer and Chief
                Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
                pursuant
                to Section 906 of the Sarbanes-Oxley Act of
                2002








14
 ***Table
          of Contents***





**SIGNATURES**





In
      accordance with the requirements of the Securities and Exchange Act of 1934,
      the
      Registrant has duly caused this report to be signed on its behalf by the
      undersigned, thereunto duly authorized.





**Davi
                Skin, Inc.**Date:
            May
                15, 2007By:
                /s/  Joseph
                Spellman
              Joseph
                Spellman
              Title:**Chief
                Executive Officer and Director**










15
 ***Table
          of Contents***