UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      DC 20549





**FORM
      10-QSB/A**





[X]
            Quarterly
                Report pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934For
                the quarterly period endedJune
                30, 2005[
                ]
            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.)








301
                North Canon Drive, Suite 207, Beverly Hills, California
                90210(Address
                of principal executive offices)





310-205-9907(Issuer’s
                telephone number)301
                North Canon Drive, Suite 328,
              Beverly
                Hills, California 90210(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





State
      the
      number of shares outstanding of each of the issuer’s classes of common stock, as
      of the latest practicable date: 11,502,618 common shares as of August 9,
      2005





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




Explanatory
      Note: We have amended this 10QSB in order to integrate certain restatements
      involving our financials reporting, see Note 6 to our Consolidated Financial
      Statements.





1
 Table
          of Contents








TABLE
                OF CONTENTS
            PagePART
                I - FINANCIAL INFORMATIONItem
                1:
            Financial
                Statements
            3Item
                2:
            Management’s
                Discussion and Analysis or Plan of
                Operation
            4Item
                3:
            Controls
                and Procedures
            7PART
                II - OTHER INFORMATIONItem
                1:
            Legal
                Proceedings
            10Item
                2:
            Unregistered
                Sales of Equity Securities and Use of
                Proceeds
            10Item
                3:
            Defaults
                Upon Senior Securities
            11Item
                4:
            Submission
                of Matters to a Vote of Security
                Holders
            11Item
                5:
            Other
                Information
            11Item
                6:
            Exhibits
            11






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:





(a)
            Consolidated
                Balance Sheet as of June 30, 2005 and December
                31, 2004.


(b)
            Consolidated
                Statement of Operations for the three
                and six month periods ended June 30, 2005 and 2004, and from inception;


(c)
            Consolidated
                Statement of Cash Flows for the three and
                six month periods ended June 30, 2005 and 2004, and from inception;


(d)
            Notes
                to Consolidated 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 June 30, 2005
      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)**
 **CONSOLIDATED
          BALANCE SHEET**
 Restated


**(Unaudited)****ASSETS**
              
              **As
                  Of****June
                  30,**Current
                  Assests
              
              **2005**Cash
              $
              128,231Certificate
                  of Deposit
              
              2,037,712Prepaid
                  Expenses
              
              -TOTAL
                  CURRENT ASSETS
              $
              2,165,943Fixed
                  Assets, net of accumulated depreciation of $9,424
              
              44,489Other
                  AssetsDeposits
              
              3,700TOTAL
                  ASSETS
              $
              2,214,132LIABILITIES
                  AND STOCKHOLDERS' EQUITYCurrent
                  LiabilitiesAccounts
                  payable
              
              71,330Short
                  term note payable
              
              -Notes
                  payable- related parties
              
              220,000Funds
                  received pending stock issuances
              
              105,500TOTAL
                  CURRENT LIABILITIES
              $
              396,830Stockholders'
                  EquityPreferred
                  stock; $.001 par value; 10,000,000 shares authorized,and
                  no shares issued and outstanding
              
              -Common
                  stock; $.001 par value; 90,000,000 shares authorized,11,477,453
                  shares issued and outstanding
              
              11,477Additional
                  paid-in capital
              
              4,150,913Additional
                  paid-in capital - warrants
              
              95,971Prepaid
                  consulting expense
              
              (91,668)Stock
                  subscriptions receivable
              
              (6,500)Accumulated
                  deficit during developmental stage
              
              (2,342,891)TOTAL
                  STOCKHOLDERS' EQUITY
              $
              1,817,302TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY
              $
              2,214,132






See
      Accompanying Notes to Consolidated Financial Statements.






F-1
 Table
          of Contents




**DAVI
        SKIN, INC.**
 (formerly
        MW Medical, Inc.)
 **(A
          Developmental Stage Company)**
 **CONSOLIDATED
          STATEMENT OF OPERATIONS**







**From
                the Date of****Three
                months ended June 30,**
            
            **Six
                months ended June 30,**
            
            **inception
                March 21, 2004****2005 -
                Restated**
            
            
            **2004**
            
            **2005
                - Restated**
            
            
            **2004**
            
            **through
                June 30, 2005**Revenues
            
            -
            
            
            -
            
            -
            
            
            -
            
            -Cost
                of revenues
            
            -
            
            
            -
            
            -
            
            
            -
            
            -Gross
                Profit (Loss)
            
            -
            
            
            -
            
            -
            
            
            -
            
            -Operating
                ExpensesSelling,
                general and administrative
            
            138,539
            
            
            175,756
            
            269,221
            
            
            175,756
            
            1,073,482Depreciation
            
            3,360
            
            
            999
            
            6,015
            
            
            999
            
            9,424Consulting
                Fees
            
            77,166
            
            
            -
            
            227,102
            
            
            
            
            932,942Professional
                Fees
            
            27,352
            
            
            -
            
            74,077
            
            
            
            
            124,509Total
                oper. Expenses
            
            246,417
            
            
            176,755
            
            576,415
            
            
            176,755
            
            2,140,357(Loss)
                From operations
            
            (246,417)
            
            
            (176,755)
            
            (576,415)
            
            
            (176,755)
            
            (2,140,357)Other
                Income (expenses)Interest
                expenses
            
            (5,005)
            
            
            -
            
            (10,005)
            
            
            -
            
            (20,005)Interest
                income
            
            8,850
            
            
            874
            
            10,326
            
            
            874
            
            15,5243,845
            
            
            874
            
            321
            
            
            874
            
            (4,481)NET
                (LOSS)
            
            (242,572)
            
            
            (175,881)
            
            (576,094)
            
            
            (175,881)
            
            (2,144,838)Basic
                and diluted (loss) per common share
            
            (0.02)
            
            
            (0.02)
            
            (0.05)
            
            
            (0.02)Basic
                and diluted weighted average commonshares
                outstanding
            
            11,303,392
            
            
            9,606,527
            
            10,969,483
            
            
            9,606,527




See
        Accompanying Notes to Consolidated Financial Statements.





F-2
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          of Contents




**DAVI
        SKIN, INC.**
 (formerly
        MW Medical, Inc.)
 **(A
          Developmental Stage Company)**
  CONSOLIDATED
        STATEMENT OF CASH FLOWS


**From
                  the Date****For
                  the period**
              
              
              **For
                  the period**
              
              
              **of
                  inception,****ended**
              
              
              **ended**
              
              
              **March
                  21, 2004 to****June
                  30, 2005 - Restated**
              
              
              **June
                  30, 2004**
              
              
              **June
                  30, 2005****OPERATING
                  ACTIVITIES**Net
                  (loss)
              
              (576,415)
              
              
              (175,881)
              
              
              (2,144,838)Adjustments
                  to reconcile net (loss) to netcash
                  used in operating activities:Prepaid
                  consulting expense
              
              22,916
              
              
              -
              
              
              22,916Stock
                  based compensation & expenses
              
              8,595
              
              
              2,567
              
              
              1,160,026Depreciation
                  and amortization
              
              6,015
              
              
              999
              
              
              9,424Accrued
                  interest
              
              10,000
              
              
              -
              
              
              20,000Changes
                  in operating assets and liabilities:Prepaid
                  Expenses
              
              9,375
              
              
              -
              
              
              -Deposits
              
              -
              
              
              -
              
              
              (3,700)Accounts
                  payable
              
              32,170
              
              
              -
              
              
              71,330Net
                  Cash (used) byOperating
                  Activities
              
              (487,344)
              
              
              (172,315)
              
              
              (864,842)**INVESTING
                  ACTIVITIES**Cash
                  flow from investing activities:Certificate
                  of Deposit
              
              (1,724,760)
              
              
              (500,874)
              
              
              (2,037,712)Purchase
                  of fixed assets
              
              (14,800)
              
              
              (20,751)
              
              
              (53,912)Net
                  cash used in investing activities
              
              (1,739,560)
              
              
              (521,625)
              
              
              (2,091,624)**FINANCING
                  ACTIVITIES**Short
                  term note payable
              
              (10,500)
              
              
              -
              
              
              -Notes
                  payable-related party
              
              -
              
              
              -
              
              
              200,000Proceeds
                  from stock transactions
              
              1,859,504
              
              
              765,348
              
              
              2,884,697Net
                  cash provided byFinancing
                  Activities
              
              1,849,004
              
              
              765,348
              
              
              3,084,697Net
                  change in cash and cash equivalents
              
              (377,900)
              
              
              71,408
              
              
              128,231Cash
                  beginning of period
              
              506,131
              
              
              -
              
              
              -Cash
                  end of period
              $
              128,231
              
              $
              71,408
              
              $
              128,231**NONCASH
                  ACTIVITIES**Issuance
                  of common stock related to prepaid consulting fees
              $
              -
              
              $
              -
              
              $
              2,634,375




See
        Accompanying Notes to Consolidated Financial Statements.




F-3
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          of Contents


**DAVISKIN,
          INC.**
 **(formerly
          MW Medical, Inc.)**
 **(A
          Development State Company)**
  **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)**
  1.
              BASIS
                  OF PRESENTATION
 
 The
        accompanying unaudited consolidated financial statements of Davi Skin, Inc.
        ("Company") have been prepared in accordance with Securities and Exchange
        Commission requirements for interim financial statements. 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
        financial statements should be read in conjunction with the Form 10-KSB of
        the
        Company for the year ended December 31, 2004.
 
 The
        interim financial statements present the balance sheet, statements of
        operations, stockholders' equity and cash flows of the Company. The financial
        statements have been prepared in accordance with accounting principles generally
        accepted in the United States.
 
 The
        interim financial information is unaudited. In the opinion of management,
        all
        adjustments necessary to present fairly the financial position as of June
        30,
        2005 and the results of operations, stockholders' equity and cash flows
        presented herein have been included in the financial statements. Interim
        results
        are not necessarily indicative of results of operations for the full year.
 
 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
        reporting period. Actual results could differ from those estimates.
 
 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.
 
 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  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.
   F-4
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            of Contents
  **DAVISKIN,
          INC.**
 **(formerly
          MW Medical, Inc.)**
 **(A
          Development State Company)**
  **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)**
 **(continued)**
 
 2.  DESCRIPTION
        OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES
 (continued)
  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.
 
 Going
        concern. The
        accompanying financial statements have been prepared on a going concern basis,
        which contemplates the realization of assets and the satisfaction of liabilities
        in the normal course of business. The Company has incurred cumulative net
        losses
        of $2,144,838 since its inception and may require additional capital for
        its
        operational activities. The Company’s ability to raise additional capital
        through the future issuances of the common stock is unknown. Obtaining
        additional financing and attaining  profitable
        operations are necessary for the Company to continue operations. The ability
        to
        successfully resolve these factors raise substantial doubt about the Company’s
        ability to continue as a going concern. The consolidated financial statements
        of
        the Company do not include any adjustments that may result from the outcome
        of
        these aforementioned uncertainties.
 
 Definition
        of fiscal year. The
        Company’s fiscal year end is December 31.
 
 Use
        of
        estimates .
        The
        preparation of consolidated 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 delivered. Costs
        and
        expenses are recognized during the period in which they are
        incurred.
 
 Cash
        and Cash Equivalents .
        The
        Company considers 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 the Company’s 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.
 
 Fixed
        assets .
        Fixed
        assets are stated at cost less accumulated depreciation. Depreciation is
        provided principally on the straight-line method over the estimated useful
        lives
        of the assets, which are generally 3 to 10 years. The cost of repairs and
        maintenance is charged to expense as incurred. Expenditures for property
        betterments and renewals are capitalized. Upon sale or other disposition
        of a
        depreciable asset, cost and accumulated depreciation are removed from the
        accounts and any gain or loss is reflected in other income
        (expense).
  F-5
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            of Contents
   **DAVISKIN,
          INC.**
 **(formerly
          MW Medical, Inc.)**
 **(A
          Development State Company)**
  **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)**
 **(continued)**
 
 2.  DESCRIPTION
        OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES
 (continued)
 
 Fixed
        Assets (continued)
 The
        Company periodically evaluates whether events and circumstances have occurred
        that may warrant revision of the estimated useful life of fixed assets or
        whether the remaining balance of fixed assets should be evaluated for possible
        impairment. The Company uses an estimate of the related un-discounted cash
        flows
        over the remaining life of the fixed assets in measuring their
        recoverability.
 
 Fair
        value of financial instruments .Statement of Financial Accounting Standards (“SFAS”) No. 107, “Disclosure About
        Fair Value of Financial Instruments”, requires the Company 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 the Company’s 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 is computed using
        the
        weighted-average number of outstanding common shares during the applicable
        period. Diluted earnings (loss) per share is 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 antidilutive. Stock options representing 398,800 common shares
        were excluded from the computation because the effect was antidilutive. Stock
        option are antidilutive when the results from operations are a net loss,
        as is
        the case for the for the period ended March 31, 2005 and from inception to
        March
        31, 2005, or when the exercise price of the options is greater than the average
        market price of the common stock for the period.
 
 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.
 
 As
        of
        December 31, 2004, the Company has available net operating loss carryovers
        of
        approximately $2,000,000 that will expire in various periods through 2024.
        Such
        losses may not be fully deductible due to the significant amounts of non-cash
        service costs. The Company has established a valuation allowance for the
        full
        tax benefit of the operating loss carryovers due to the uncertainty regarding
        realization.
 
 F-6
 Table
              of Contents
 
 **DAVISKIN,
        INC.**
 **(formerly
        MW Medical, Inc.)**
 **(A
        Development State Company)**




**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)**


**(continued)**





2.  DESCRIPTION
      OF
      BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES


(continued)





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. No advertising costs have been incurred from March 21, 2004 (date
      of
      inception) through June 30, 2005.





Stock-based
      compensation - The
      Company applies Accounting Principles Board (“APB”) Opinion No. 25, “Accounting
      for Stock Issued to Employees, and Related Interpretations,” in accounting for
      stock options issued to employees. Under APB No. 25, employee compensation
      cost
      is recognized when estimated fair value of the underlying stock on date of
      the
      grant exceeds the exercise price of the stock option. For stock options and
      warrants issued to non-employees, the Company applies SFAS No. 123, “Accounting
      for Stock-Based Compensation,” which requires the recognition of compensation
      cost based upon the fair value of stock options at the grant date using the
      Black-Scholes option pricing model. For the  period
      from March 21, 2004 (date of inception) through December 31, 2004, there were
      no
      stock options and/or warrants granted to employees.





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.





In
      December 2003, the FASB issued SFAS No. 148, "Accounting for Stock-Based
      Compensation-Transition and Disclosure". SFAS No. 148 amends the transition
      and
      disclosure provisions of SFAS No. 123. The Company is currently evaluating
      SFAS
      No. 148 to determine if it will adopt SFAS No. 123 to account for employee
      stock
      options using the fair value method and, if so, when to begin transition to
      that
      method.





3.  RELATED
      PARTY TRANSACTIONS





The
      Company owes $200,000 to the former President of MW Medical. The note was
      originally due December 31, 2004 and carries an interest rate of 10% per annum.
      Accordingly, interest of $20,000 has been recorded. The creditor has agreed
      to
      extend the due date of the note until December 31, 2005.







F-7
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            of Contents





**DAVISKIN,
      INC.**


**(formerly
      MW Medical, Inc.)**


**(A
      Development State Company)**




**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)**


**(continued)**





4.  STOCK
      ACTIVITY





During
      the quarter, the Company sold equity securities through two separate offerings
      without registration under the Securities Act of 1933. Some shares purchased
      through the offerings were not issued until July 2005, however, proceeds from
      the sales were received prior to June 30, 2005. Consequently, at June 30, 2005,
      the Company has booked a liability of $105,500 pending the stock issuance.
      All
      of the stock purchased was subsequently issued in July, 2005.





5.  EQUITY
      SECURITIES OFFERINGS





On
      January 1, 2005, the Company commenced two separate equity securities offerings.
      The first offering (“offering one”) is targeted to Non-United States investors
      and the second offering (“offering two”) is targeted to domestic investors. Both
      offerings allow the investor to purchase one unit, consisting of two shares
      of
      common stock and one warrant to purchase one share of common stock at $4.50,
      exercisable for 24 months. The purchase price of each unit is $6.00. The market
      price of the Company’s common stock on the date of offering was $5.25. There is
      no vesting period for the warrants; however, they are only exercisable for
      24
      months after the date of purchase. During the quarter ended June 30, 2005,
      25,000 units were sold from offering one and 52,700 units were sold from
      offering two. As of June 30, 2005, a total of 196,448 and 173,099 units have
      been sold from offering one and offering two, respectively.





The
      warrants issued during the quarter were valued at $95,971 using the
      Black-Scholes option pricing model and is described as “Additional paid in
      capital - warrants” in the stockholders’ equity section of the balance sheet.
      The following table summarizes the assumptions used in arriving at the
      valuation:





Number of warrants issued
              351,964Stock price at grant date
              $ 3.00Exercise price
              $ 4.50Term
              24 monthsVolatility
              320,698
                  warrants at 37%1,266
                  warrants at 23%Annual rate of quarterly
                dividends
              0.00%Discount Rate-Bond Equivalent
                Yield
              3.50%




6.   RECLASSIFICATIONS





On
      the
      Statement of Cash Flows, the Company erroneously listed changes in certificates
      of deposit as an operating activity instead of an investing activity.
      Corrections have been made to properly present this item. This correction
      decreased net cash used by operating activities and increased net cash used
      by
      investing activities in the amount of $1,724,760. This correction had no effect
      on net loss or related per share amounts.






F-8
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**Item
      2.     Management’s Discussion and Analysis
      or Plan of Operation**





**Forward-Looking
      Statements**




Historical
      results and trends should not be taken as indicative of future operations.
      Management’s statements contained in this report that are not historical facts
      are forward-looking statements within the meaning of Section 27A of the
      Securities Act of 1933, as amended, and Section 21E of the Securities and
      Exchange Act of 1934 (the “Exchange Act”), as amended. Actual results may differ
      materially from those included in the forward-looking statements. The Company
      intends 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 is including this statement for purposes
      of
      complying with those safe-harbor provisions. Forward-looking statements, which
      are based on certain assumptions and describe future plans, strategies and
      expectations of the Company, are generally identifiable by use of the
      words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,”
“prospects,” or similar expressions. The Company’s 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 the operations and future
      prospects of the Company 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 be considered in evaluating
      forward-looking statements and undue reliance should not be placed on such
      statements. Further information concerning the Company and its business,
      including additional factors that could materially affect the Company’s
      financial results, is included herein and in the Company’s other filings with
      the SEC.


Note:
        We have amended this 10QSB in order to integrate certain restatements involving
        our financials reporting. As a result, the financial information previously
        reported in our original 10QSB filing for this period has changed.  See Note 6 to our Consolidated Financial
        Statements.


**Plan
      of Operation**





Our
      current plan of operation is to aggressively pursue the development,
      manufacture, distribution and sale of our planned skin care line of products.
      We
      are currently in the process of developing our skin crème product line. Once the
      development of these products is complete, we plan to start manufacturing and
      marketing them to consumers through high-end retailers and
      distributors.





1.
            Development





We
      are
      currently in the development process, which we see as involving two basic
      phases: (1) creating the products with a formulator; and (2) testing the
      formulations as they are developed.





We
      have a
      contract with a formulator to create a series of skin crème products, including
      the following:





1.
            Cleanser;


2.
            Facial
                Scrub;


3.
            Eye
                Cream;


4.
            Revitalizing
                Moisturizer;


5.
            Daily
                Moisturizer with an SPF rating for sun protection;


6.
            Intensive
                treatment serum;


7.
            Purifying
                Clay Mask;


8.
            Toner;
                and


9.
            Lip
                Treatment






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We
      have
      developed formulations for our products using a proprietary bio complex blend
      of
      10 different raw materials, which are consistent across all of the products
      we
      are developing. The key items are the materials containing the anti-oxidant
      properties that are believed to help fight free radical damage caused by
      sunlight, stress and other environmental factors. Other key ingredients used
      in
      these formulas have been selected for their efficacy in helping to correct
      existing damage and thereby also supporting our anti-aging goals.





We
      are
      currently in the process of testing our new products with our formulator and
      making adjustments to the formulations where necessary. Our goal is to create
      an
      end product that provides consumers with a pleasurable sensory experience,
      most
      particularly smell and touch, along with the anti-aging cosmetic results we
      plan
      to promote.





We
      consider these formulations as they are being developed and tested to be
      proprietary, and thus have been and will remain vigilant in protecting the
      details of our developing product mix.





We
      anticipate an end to the initial testing process by the fourth quarter of 2005.
      Our testing is being conducted by the company we plan to hire to manufacture
      our
      products. We are testing all of our products for stability and compliance with
      the standards promulgated by the Cosmetic Toiletry Fragrance Association
      (“CTFA”), a self-regulatory organization for the cosmetic industry. This
      includes various types of tests, including product safety, preservative
      efficacy, package stability, and assay testing for all products, including
      over
      the counter ingredients. In testing stability, analysts are looking for changes
      in viscosity (thickness), appearance and odor at various temperatures to help
      determine shelf life, expiry dates, and other things.





As
      the
      products are expected to be sold over the counter, we do not anticipate needing
      or obtaining any Federal Food and Drug Administration approvals and we do not
      plan on doing any clinical testing of any kind. The products containing SPF
      or
      any other over the counter ingredients, however, will need to meet FDA testing
      regulations and the global standards for sales in countries other than the
      United States.





2.
            Manufacture





We
      are in
      the process of choosing a manufacturer for our product line, and expect to
      complete our review and enter into a manufacturing agreement by the fourth
      quarter 2005. Once engaged, the manufacturer will be expected to further test
      our initial product formulations during a four to six week period. During this
      testing, we expect to be making further adjustments to our formulations,
      requiring that new batches of each product be produced following each
      change.





Once
      the
      formula is fixed for each product, the manufacturer will create a commercial
      batch of each product, bottle and package the products for us. We are also
      in
      the process of choosing all the peripheral items involved in the manufacturing
      and marketing process, including:





a.
            the
                shape and size of the product
                containers;


b.
            the
                types of caps;


c.
            the
                packaging;


d.
            the
                logo and label designs; and


e.
            unit
                cartons.





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3. Marketing
      and Distribution




Currently,
      we have no distribution agreements; however, management is in discussions with
      several skin care companies regarding a joint venture or license agreement,
      as
      well as talks with major retailers for distribution arrangements. Management
      anticipates entering into a strong retail distribution agreement and to develop
      an international partnership for distribution of our new products before the
      end
      of this fiscal year.





4.
      Planned Purchases of Equipment





We
      do not
      anticipate purchasing any real property or significant equipment during the
      next
      twelve (12) months.





5.
      Employees





We
      do not
      anticipate any significant changes in the number of employees over the next
      12
      months.





6.
      Executive Advisory Board





Our
      board
      of directors has created an Executive Advisory Board, assembled to assist our
      officers in making certain high level planning decisions. While the members
      of
      the Executive Advisory Board have no authority over our business operations
      or
      any fiduciary or other legal responsibility to us or our shareholders, the
      board
      anticipates that their input will provide value to our executives in their
      decision making processes. This advisory board includes:





Robert
      G.
      Mondavi  Founder/Chairman
      of Robert Mondavi Winery


Timothy
      J. Mondavi  Vice
      Chairman of Robert Mondavi Winery


R.
      Michael Mondavi  Former **** President
      and CEO of Robert Mondavi Winery


Michael
      Johnson  Olympic
      Gold Medalist and World Record Holder


Jean-Marc
      Benet  General
      Manager for Darphin USA, owned by Estee Lauder


Joseph
      Spellman  P resident
      of Mac Cosmetics and Senior Advisor to Estee Lauder Company





Both
      Mr.
      Jean-Marc Benet and Mr. Joseph Spellman have numerous years of experience in
      the
      cosmetics industry. We believe that the addition of these two gentlemen in
      particular will be a great asset to the company.





**Assets**





Our
      total
      assets as of June 30, 2005 were $2,214,132. Our assets largely consist of cash
      in the amount of $128,231 and a certificate of deposit in the amount of
      $2,037,712. Our assets as of March 31, 2005, were $2,112,360, including cash
      and
      certificates of deposit in the combined amount of $2,075,612. The increase
      in
      our assets from the period ending March 31, 2005, is a result of our sales
      of
      additional common stock through the private placements described in Part II,
      Item 2, below.





**Liabilities
      and Stockholders Equity**





Our
      total
      liabilities as of June 30, 2005 were $396,830, consisting of (i) $71,330 in
      accounts payable, (ii) $220,000 in notes payable to a related party, namely
      the
      former President of the Company, and (iii) $105,500 in funds received pending
      stock issuances. The
      accrued interest on the note payable to the related party is $20,000, including
      $5,000 accrued in this reporting period. The principle and interest




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were
      previously due December 31, 2004. However, the creditor agreed to extend the
      due
      date to December 31, 2005.





During
      the quarter, we received funds related to two stock offerings further described
      in Part II, Item 2, below. As a result of our internal due diligence procedures,
      the units relating to these offerings were not issued during the quarter.
      Accordingly, at June 30, 2005, we have booked a liability of $105,500 described
      as “funds received pending stock certificate issuance” to account for the
      unissued units. The units were issued during the month of August,
      2005.





As
      of
      June 30, 2005, the Stockholders’ Equity was $1,817,302. As of March 31, 2005,
      Stockholder’s Equity was $ 183,863.
      The increase of $2,001,165 during the reporting period is mainly attributable
      to
      sales of our common stock as described in Part II, Item 2, below.





**Liquidity
      and Capital Resources**





On
      June
      30, 2005, we had current assets consisting of cash and certificates of deposit
      in the combined amount of $2,165,943. As of March 31, 2005, we had current
      assets consisting of cash and certificates of deposit in the combined amount
      of
      $2,075,612. The increase in our cash position from the period ending March
      31,
      2005, is primarily attributable to the sales of common stock in our private
      equity offering as described in Part II, Item 2, below.





We
      expect
      that our current cash on hand will be sufficient to fund our operations for
      approximately the next twelve (12) months and meet our requirements for
      completing our product, packaging, and marketing.





**Off
      Balance Sheet Arrangements**





As
      of
      June 30, 2005, there were no off balance sheet arrangements.





**Going
      Concern**





We
      may
      require additional capital for our operational activities and our ability to
      raise capital through future issuances of common stock is unknown. Obtaining
      additional financing and attaining profitable operations are necessary for
      us to
      continue operations. These factors, among others, raise substantial doubt about
      our ability to continue as a going concern. The consolidated financial
      statements do not include any adjustments that may result from the outcome
      of
      these aforementioned uncertainties.





**Revenue
      Recognition**





Revenues
      are recognized when services are rendered and/or delivered. Costs and expenses
      are recognized during the period in which they are incurred.





**Item
      3.     Controls and 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 June 30, 2005. This evaluation was carried out
      under the supervision and with the participation of our Chief Executive Officer
      and Chief Financial Officer. Based upon that evaluation, originally our Chief
      Executive Officer and Chief Financial Officer concluded that, as of June 30,
      2005, our disclosure controls and procedures were effective. During subsequent
      periods it was determined that certain of these items were not






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accurate.
      Specifically, in October 2005, our board of directors, upon the advice and
      recommendation of our accountants, determined that we should restate the
      following items contained in prior filings.





1.
      On the
      Statement of Cash Flows, the Company erroneously listed changes in notes payable
      as an operating activity instead of a financing activity. This correction
      increased cash used by operation activities and increased cash provided by
      financing activities by $210,500. This correction had no effect on net loss
      or
      related per share amounts.





2.
      The
      Company erroneously recorded a prepaid consulting expense as an expense when
      it
      should have been amortized over the life of the contract. Corrections have
      been
      made to properly classify the unamortized portion of the contract as an equity
      item, since stock was issued as consideration for the contract, and remove
      the
      unamortized portion of the contract from the statement of operations. This
      correction decreased net loss and decreased Stockholders’ Equity by
      $114,584.





3.
      The
      Company erroneously recorded an accumulated deficit in stockholders’ equity as a
      reduction to additional paid in capital. This correction increased additional
      paid in capital and decreased accumulated deficit by $198,053. This correction
      had no effect on net loss or related per share amounts.





4.
      On the
      Statement of Stockholders’ Equity, the Company erroneously grouped entries
      relating to the issuance of stock options to outside consultants with other
      stock issuances during the same period. The correction had no effect on total
      shares issued, additional paid in capital, or total stockholders’ equity. The
      correction also had no effect on net loss or related per share
      amounts.





These
      matters were discussed and agreed upon with our auditors and these restatements
      were first reported in our Form 10QSB for the period ended September 30, 2005
      in
      Item 2 under the section entitled Non-Reliance on Previously Issued Financial
      Statements.





As
      a
      result, the CEO and CFO have re-evaluated the disclosure controls and procedures
      and determined that they were not effective and so have made the following
      changes in our internal controls over financial reporting beginning during
      the
      third quarter ended September 30, 2005.





1.
            Increase
                executive scrutiny of company financial
                reporting;


2.
            Increased
                management involvement in the day to day accounting procedures;


3.
            Changed
                specific procedures on how the company captured information needed
                for
                disclosure purposes; and


4.
            Changed
                certain outside accounting
                contractors.





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. An internal control system, no matter how well conceived and
      operated, can provide only reasonable, not absolute, assurance that the
      objectives of the control system are met. 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






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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.







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**PART
      II - OTHER INFORMATION**





**Item
      1.     Legal
      Proceedings**





We
      are
      not a party to any pending legal proceeding. We are not aware of any pending
      legal proceeding to which any of our officers, directors, or any beneficial
      holders of 5% or more of our voting securities are adverse to us or have a
      material interest adverse to us.





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





During
      the quarter ended June 30, 2005, we sold additional equity securities through
      two separate offerings without registration under the Securities Act of 1933.





During
      the period we raised $150,000 by selling twenty-five thousand (25,000) units
      consisting of warrants and shares of our common stock to three (3) foreign
      investors in an offering exempt from registration pursuant to Regulation S,
      promulgated under the Securities Act of 1933, as amended. Each
      unit
      sold consists of two (2) shares of our common stock and one (1) warrant to
      purchase an additional share of common stock at $4.50, exercisable for 24
      months. We paid a finder’s fee of $18,000 to Taro Yamakawa, a Japanese national,
      in connection with these sales. These sales were part of our ongoing effort
      to
      raise capital by selling one million seven hundred fifty thousand (1,750,000)
      such units to foreign investors. We anticipate completing this offering in
      the
      third quarter of 2005. Each purchaser represented to us that he or she was
      a
      non-US person as defined in Regulation S. We did not engage in a distribution
      of
      this offering in the United States. Each purchaser represented his intention
      to
      acquire the securities for investment only and not with a view toward
      distribution. We requested our stock transfer agent to affix appropriate legends
      to the stock certificate issued to each purchaser in accordance with Regulation
      S and the transfer agent affixed the appropriate legends. Each investor was
      given adequate access to sufficient information about us to make an informed
      investment decision. None of the securities were sold through an underwriter
      and
      accordingly, there were no underwriting discounts or commissions involved.
      Each
      purchaser was granted registration rights for the shares and warrants they
      purchased. As of June 30, 2005, the Company had not issued all the units
      purchased under the offering, even though funds had been received. Consequently,
      there is a liability shown on the balance sheet equal to the funds received.
      The
      units are expected to be issued in August, 2005.





During
      the period we also sold stock and warrants in an offering exempt from
      registration by reason of section 4(2) of the Securities Act of 1933, as
      amended, and Regulation D and Rule 506 promulgated thereunder. We sold a total
      of 52,700 units to fifteen (15) accredited investors and received total proceeds
      of $263,600. No commissions were paid. Each unit sold consists of two (2) shares
      of our common stock and one (1) warrant to purchase an additional share of
      common stock at $4.50, exercisable for 24 months. These sales were part of
      our
      effort to sell a maximum of 1,750,000 Units to accredited investors in a private
      equity offering. We anticipate completing this offering in the third quarter
      of
      2005. We did not engage in any general solicitation or advertising. Each
      purchaser represented his intention to acquire the securities for investment
      only and not with a view toward distribution. We requested our stock transfer
      agent to affix appropriate legends to the stock certificate issued to each
      purchaser in accordance with Regulation D and the transfer agent affixed the
      appropriate legends. Each investor was given adequate access to sufficient
      information about us to make an informed investment decision. None of the
      securities were sold through an underwriter and accordingly, there were no
      underwriting discounts or commissions involved. Each purchaser was granted
      registration rights for the shares and warrants they purchased. As of June
      30,
      2005, the Company had not issued all the units purchased under the offering,
      even though funds had been received. Consequently, there is a liability shown
      on
      the balance sheet equal to the funds received. The units are expected to be
      issued in August, 2005.






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**Item
      3.     Defaults upon Senior
      Securities**





None





**Item
      4.     Submission of 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 June
      30,
      2005.





**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








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**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:
            March
                2, 2006By:      /s/
                Joseph Spellman
              Joseph
                Spellman
              Title:**Chief
                Executive Officer**