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, 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 328, Beverly Hills, California
      90210(Address
      of principal executive offices)
 
 310-205-9907(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
 
 State the
number of shares outstanding of each of the issuer’s classes of common stock, as
of the latest practicable date: 10,718,360 common shares as of March 31,
2005
 
 Transitional
Small Business Disclosure Format (check one): Yes [ ] No [X]
  ***Table of Contents***
  
   **TABLE OF CONTENTS**
    PagePART
      I - FINANCIAL INFORMATIONItem
      1:
    Financial Statements
    3Item
      2:
    Plan of Operation
    4Item
      3:
    Controls and Procedures
    7PART
      II - OTHER INFORMATIONItem
      1:
    Legal Proceedings
    9Item
      2:
    Unregistered Sales of Equity Securities and Use of
      Proceeds
    9Item
      3:
    Defaults Upon Senior Securities
    10Item
      4:
    Submission of Matters to a Vote of Security
      Holders
    10Item
      5:
    Other Information
    10Item
      6:
    Exhibits
    10
   
  2
 ***Table of Contents***
 
 **PART
I - FINANCIAL INFORMATION**
 
 **Item 1.**  **Financial
Statements**
 
 Our
unaudited consolidated financial statements included in this Form 10-QSB are as
follows:
 
 (a)
    Consolidated
      Balance Sheet as of March 31, 2005.
 (b)
    Consolidated
      Statement of Operations for the quarter ended March 31, 2005 and for the
      period from March 24, 2004 (date of inception) to March 31, 2005;
 (c)
    Consolidated
      Statement of Cash Flow for the quarter ended March 31, 2005 and for the
      period from March 24, 2004 (date of inception) to March 31, 2005 ;
 (d)
    Notes
      to Financial Statements.
 
 These
unaudited condensed 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, 2005 are not necessarily indicative of the results that can be
expected for the full year.
 
 
 
 
 
  3
 ***Table of Contents***
  ****DAVISKIN,
INC.**
**(formerly
MW Medical, Inc.)**
**(A
Development Stage Company)**

**CONSOLIDATED
BALANCE SHEET (UNAUDITED)**
**March
31, 2005**


**ASSETS**Current
      AssetsCash
    
    $
    1,921,750Certificate
      of deposit
    
    
    153,862TOTAL
      CURRENT ASSETS
    
    
    2,075,612Fixed
      assets, net of accumulated depreciation of $6,064
    
    
    33,048Other
      AssetsDeposits
    
    
    3,700TOTAL
      ASSETS
    
    $
    2,112,360**LIABILITIES
      AND STOCKHOLDERS’ EQUITY**Current
      LiabilitiesAccounts
      payable
    
    $
    63,432Short
      term note payable
    
    
    10,500Notes
      payable - related parties
    
    
    215,000Funds
      received Pending Stock Cert. Issuance
    
    
    1,519,091TOTAL
      CURRENT LIABILITIES
    
    
    1,808,023Stockholders’
      EquityPreferred
      stock; $.001 par value; 10,000,000 shares authorized,and
      no shares issued and outstanding
    
    
    0Common
      stock; $.001 par value; 90,000,000 shares authorized,10,718,360
      shares issued and outstanding
    
    
    10,718Additional
      paid-in capital
    
    
    4,251,334Accumulated
      deficit during development stage
    
    
    (3,957,715
    )TOTAL
      STOCKHOLDERS’ EQUITY
    
    
    304,337TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY
    
    $
    2,112,360


See
Accompanying Notes to Consolidated Financial Statements.**
 ****
 F -
1
 ***Table of Contents***
 ****
 
  **DAVISKIN,
INC.**
 **(formerly
MW Medical, Inc.)**
 **(A
Development Stage Company)**
 
 **CONSOLIDATED
STATEMENTS OF OPERATIONS (UNAUDITED)**
 
 For
      the quarter
    
    Period
      from3/24/2004(Date
      ofEnded
    
    Inception)
      toMarch31,
    
    March
      31,2005
    
    2005Revenues
    
    $
    0
    
    
    0Cost
      of revenues
    
    
    0
    
    
    0Gross
      Profit (Loss)
    
    
    0
    
    
    0Operating
      expensesSelling,
      general and administrative
    
    
    130,682
    
    
    955,937Depreciation
    
    
    2,655
    
    
    6,064Consulting
      fees
    
    
    138,478
    
    
    2,396,481Professional
      fees
    
    
    46,725
    
    
    590,907318,540
    
    
    3,949,389(Loss)
      From Operations
    
    
    (318,540
    )
    
    (3,949,389
    )Other
      income (expenses)Interest
      expenses
    
    
    (5,000
    )
    
    (15,000
    )Interest
      income
    
    
    1,476
    
    
    6,674(3,524
    )
    
    (8,326
    )NET
      (LOSS)
    
    $
    (322,064
    )
    $
    (3,957,715
    )Basic
      (loss) per common share
    
    $****
    ****(.03
    ****)Basic
      weighted average common shares outstanding
    
    $
    10,521,806
 
 **See
Accompanying Notes to Consolidated Financial Statements.**
 F -
2
 ***Table of Contents***
 ****DAVISKIN,
INC.**
**(formerly
MW Medical, Inc.)**
**(A
Development Stage Company)**

**CONSOLIDATED
STATEMENTS OF CASH FLOWS (UNAUDITED)**

Period
      fromFor
      the quarter
    
    3/24/2004Ended
      March
      31,
    
    (date
      of
      inception)2005
    
    March
      31, 2005OPERATING
      ACTIVITIESNet
      (loss)
    
    $
    (322,064
    )
    $
    (3,957,715
    )Adjustments
      to reconcile net (loss) to netcash
      used in operating activities:Stock
      based compensation and expenses
    
    
    0
    
    
    2,990,304Depreciation
      and amortization
    
    
    2,655
    
    
    6,064Accrued
      interest
    
    
    5,000
    
    
    15,000Changed
      in operating assets and liabilities:Certificate
      of Deposit
    
    
    59,090
    
    
    (153,862
    )Prepaid
      expenses
    
    
    9,375
    
    
    0Deposits
    
    
    0
    
    
    (3,700
    )Accounts
      payable
    
    
    24,272
    
    
    63,432Short
      term notes payable
    
    
    0
    
    
    10,500Notes
      payable-related party
    
    
    0
    
    
    200,000Net
      Cash (Used) ByOperating
      Activities
    
    
    (121,672
    )
    
    (829,977
    )INVESTING
      ACTIVITIESPurchase
      of fixed assets
    
    
    0
    
    
    (39,112
    )Net
      Cash (Used) ByInvesting
      Activities
    
    
    0
    
    
    (39,112
    )FINANCING
      ACTIVITIESProceeds
      from stock transactions
    
    
    1,537,291
    
    
    2,790,839Net
      Cash Provided byFinancing
      Activities
    
    
    1,537,291
    
    
    2,790,839Net
      change in cash and cash equivalents
    
    
    1,415,619
    
    
    1,921,750Cash
      beginning of period
    
    
    506,131
    
    
    0Cash
      end of period
    
    $
    1,921,750
    
    $
    1,921,750


See
Accompanying Notes to Consolidated Financial Statements.**
 ****
 ****
 ****
 F -
3
 ***Table 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 March 31,
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 quasi-reorganization 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
 ***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)





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 $3,957,715 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
 ***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)





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.





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 $4,000,000 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.





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 December 31, 2004.







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)





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 March 31, 2005, 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.





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 $15,000 has been recorded. During the quarter, the
creditor agreed to extend the due date of the note until December 31,
2005.





4. STOCK
ACTIVITY





During
the quarter, the Company issued 5,000 shares of common stock as a result of
options being exercised. The options were exercised at $2 per share resulting in
proceeds of $10,000.





During
the quarter, the Company sold equity securities through two separate offerings
without registration under the Securities Act of 1933. Shares purchased through
the offerings were not issued until April 2005, however, proceeds from the sales
were received prior to March 31, 2005. Consequently, at March 31, 2005, the
Company has booked a liability of $1,519,091 pending the stock issuance. All of
the stock purchased was subsequently issued in April, 2005.







F -
7
 ***Table of Contents***





**Item 2.     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.





**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; and


7.
    Purifying
      Clay Mask









4
 ***Table of Contents***








We have
developed formulations for our products using a proprietary bio complex blend of
10 different raw materials, which we intend to be consistent across all of the
products we develop. The key items will be 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 have
provided the formulator with our product profile for each of these products
which involve a desired list of ingredients along with product features and
benefits. We are currently in the process of evaluating and making adjustments
to the formulations. 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 plan
to be through the formulation portion of the development process shortly so that
we can commence testing of the products before manufacturing. Our testing will
be conducted by the company we hire to manufacture our products. We intend to
test all of the 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 will include
various types of tests, including product safety, preservative efficacy, package
stability, and assay testing for all products, including over the counter
ingredients. Testing stability involves a three month period where 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 shortly. Once
engaged, the manufacturer will be expected to 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.







5
 ***Table of Contents***








3.
    Marketing and Distribution


****


Currently,
we have no distribution agreements; however, we have contacted a number of
distributors and retailers and are exploring several different methods of
marketing the products once manufactured. We intend to seek an exclusive
arrangement, at least for a time period, with high-end retailers in the US for
the initial sale of our products. Management believes this will help establish
us in the marketplace as a quality provider of skin crème products.





We plan
to complete our initial manufacturing of the products during the third quarter
of 2005, with the ultimate goal of shipping our first product to stores by the
end of the 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.





**Assets**





Our total
assets as of March 31, 2005 were $2,112,360. Our assets largely consist of cash
in the amount of $1,921,750 and a certificate of deposit in the amount of
$153,862. Our assets as of December 31, 2004, were $867,861, including cash and
certificates of deposit in the combined amount of $819,802. The increase in our
assets from the period ending December 31, 2004, is a result of our sales of
additional common stock through the private placements described in Part II,
Item 2, below.





Our
assets as of December 31, 2004, also included an item of prepaid expense in the
amount of $9,375 related to prepayments of $20,000 paid to our formulator to
develop our product line. As of March 31, 2005, we have assessed that the
formulator has met the terms of the contract relating to the $20,000 prepayment.
Accordingly, the amount of prepayment was expensed over the life of the contract
as the formulator met certain agreed upon milestones. The amount expensed in
2004 was $10,625 and the remaining $9,375 was expensed in 2005.





**Liabilities
and Stockholders Equity**





Our total
liabilities as of March 31, 2005 were $1,808,023, consisting of (i) $63,432 in
accounts payable, (ii) accrued interest of $15,000, (iii) $10,500 in short term
notes payable, (iv) $200,000 in notes payable to a related party, namely the
former President of the Company, and (v) funds received pending stock issuances. The
accrued interest on the note payable to the related party is $15,000, including
$5,000 accrued in this reporting period. The principle and interest were
previously due December 31, 2004. However, the creditor agreed to extend the due
date to December 31, 2005. We also owe $10,500 under an agreement to purchase
furniture. This debt does not bear interest and is due in May 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 shares relating to offerings were not issued during the quarter.
Accordingly, at March 31, 2005, we have booked a liability of $1,519,091
described as “funds received pending stock certificate issuance” to account for
the unissued shares. In April, 2005, the shares were subsequently
issued.






6
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As of
March 31, 2005, the Stockholders’ Equity was $304,337. As of December 31, 2004,
Stockholder’s Equity was $ 608,201.
The decrease of $303,864 during the reporting period is mainly attributable to
losses incurred during the quarter, however, we sold securities that helped to
reduce the decrease in Stockholder’s Equity. The sale of those securities are
described in Part II, Item 2, below.





**Liquidity
and Capital Resources**





On March
31, 2005, we had current assets consisting of cash and certificates of deposit
in the combined amount of $2,075,612. As of December 31, 2004, we had current
assets consisting of cash and certificates of deposit in the combined amount of
$819,802. The increase in our cash position from the period ending December 31,
2004, 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
March 31, 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 March 31, 2005. This evaluation was carried out
under the supervision and with the participation of our Chief Executive Officer,
Mr. Parrish Medley, and our Chief Financial Officer, Ms. Margaret Robley. Based
upon that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that, as of March 31, 2005, our disclosure controls and procedures are
effective. There have been no significant changes in our internal controls over
financial reporting during the quarter ended March 31, 2005 that have materially
affected or are reasonably likely to materially affect such controls.






7
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Disclosure
controls and procedures are designed to ensure that information required to be
disclosed in our reports filed or submitted under the Exchange Act is 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 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 errors or mistakes. 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, controls 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 currently a party to any material litigation and to our knowledge, no such
proceedings are threatened or contemplated.





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





During
the period ended March 31, 2005, we sold additional equity securities through
two separate offerings without registration under the Securities Act of 1933.





During
the period we raised $1,028,685 by selling units consisting of warrants and
shares of our common stock to four (4) 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 $95,368.50 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 second 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 March 31, 2005, the Company had not issued the
shares 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 shares were subsequently issued in April 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 146,751 Units to seventeen (17) accredited investors and received total
proceeds of $880,506. 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 second
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 March 31,
2005, the Company had not issued the shares 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 shares were subsequently issued
in April 2005.






9
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In
February, 2005 a shareholder exercised his options, receiving 5,000 shares at $2
each. Consequently, the common stock outstanding increased by 5,000 shares from
December 31, 2004, and additional paid-in capital increased by
$9,995.





**Item 3.     Defaults upon Senior
Securities**





None.





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





None.





**Item 5.     Other
Information**





See Part
II, Item 2, above.





**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 2002**31.2**
    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 2002**32.1**
    Certification of Chief Executive Officer pursuant to
      18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002








10
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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:
    May
      20, 2005By:/s/  
      Parrish
      Medley
      **Parrish
      Medley**
      Title:**Chief
      Executive Officer**



















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