**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 endedSeptember
                30, 2007o
            Transition
                Report pursuant to 13 or 15(d) of the Securities Exchange Act of
                1934For
                the transition period __________to__________Commission
                File Number:001-14297




Davi
                Skin, Inc.(Exact
                name of small business issuer as
                specified in its charter)




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




4223
                Glencoe Ave Suite B130, Marina Del Rey, California
                90292(Address
                of principal executive offices)





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





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
      (or
      for such shorter period that the issuer was required to file such reports),
      and
      (2) has been subject to such filing requirements for the past 90 days x Yes o
      No





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





State
      the
      number of shares outstanding of each of the issuer’s classes of common stock, as
      of the latest practicable date: 17,061,208 common shares as of November 19,
      2007.





Transitional
      Small Business Disclosure Format (check one): Yes o No x







TABLE
                OF CONTENTSPagePART
                I - FINANCIAL INFORMATIONItem
                1.
            Financial
                Statements
            3Item
                2.
            Management’s
                Discussion and Analysis or Plan of Operation
            4Item
                3.
            Controls
                and Procedures
            16PART
                II - OTHER INFORMATIONItem
                1.
            Legal
                Proceedings
            17Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            17Item
                3.
            Defaults
                Upon Senior Securities
            17Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            17Item
                5.
            Other
                Information
            17Item
                6.
            Exhibits
            18







**PART
      I - FINANCIAL INFORMATION**





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





Our
                unaudited financial statements included in this Form 10-QSB are as
                follows:F-1
            Balance
                Sheet as of September 30, 2007;F-2
            Statements
                of Operations forthe
                three and nine months ended September 30, 2007 and 2006 and for the
                period
                from inception (March 21, 2004) through September 30, 2007;F-3
            Statements
                of Cash Flows for the nine months ended September 30, 2007 and 2006
                and
                for the period from inception (March 21, 2004) through September
                30,
                2007;F-4
            Notes
                to Financial Statements;




These
      unaudited financial statements have been prepared in accordance with accounting
      principles generally accepted in the United States of America for interim
      financial information and the SEC instructions to Form 10-QSB. In the opinion
      of
      management, all adjustments considered necessary for a fair presentation have
      been included. Operating results for the interim period ended September 30,
      2007
      are not necessarily indicative of the results that can be expected for the
      full
      year.




3




DAVI
      SKIN, Inc.


(formerly
          MW Medical, Inc.)
 (A
          Developmental Stage Company)
 BALANCE
          SHEET
 (Unaudited)
 as
          of
          September 30, 2007
 **ASSETS****Current
                      Assets**Cash
                  
                  
                  8,915Restricted
                      cash
                  
                  
                  8,485Certificate
                      of deposit
                  
                  
                  7,233Accounts
                      receivable
                  
                  
                  29,717Inventory
                  
                  
                  631,716Prepaid
                      expenses
                  
                  
                  9,609**Total
                      Current Assets**
                  
                  
                  695,675Fixed
                      assets net of accumulated depreciation of $8,294
                  
                  
                  30,458Deposits
                  
                  
                  24,570**TOTAL
                      ASSETS**
                  
                  
                  750,703**LIABILITIES
                      AND STOCKHOLDERS' EQUITY****Current
                      Liabilities**Accounts
                      payable & accrued expenses
                  
                  
                  501,733Accrued
                      interest payable
                  
                  
                  13,019**Total
                      Current Liabilities**
                  
                  
                  514,752Note
                      payable
                  
                  
                  500,000Loan
                      discount, net of accumulated amortization
                  
                  
                  (57,042
                  )**TOTAL
                      LIABILITIES**
                  
                  
                  957,710**Stockholders'
                      Equity**Preferred
                      stock; $0.001 par value; 10,000,000 sharesauthorized
                      and no shares issued and outstanding
                  
                  
                  0Common
                      stock: $0.001 par value; 90,000,000 sharesauthorized,
                      17,061,208 shares issued and outstanding
                  
                  
                  17,062Additional
                      paid in capital
                  
                  
                  11,488,853Accumulated
                      deficit during development stage
                  
                  
                  (8,944,328
                  )Net
                      Loss
                  
                  
                  (2,768,594
                  )**Total
                      Stockholders' Equity**
                  
                  
                  (207,007
                  )**TOTAL
                      LIABILITIES & STOCKHOLDERS' EQUITY**
                  
                  
                  750,703
  F-1
  DAVI
        SKIN, Inc.
 (formerly
        MW Medical, Inc.)
 (A
        Developmental Stage Company)
 STATEMENT
        OF OPERATIONS
 (Unaudited)
 Nine
                    Monthsended
                  September
                    30
                
                Three
                    Monthsended
                  September
                    30
                
                From
                        inception
                      (March
                        21, 2004)
                      through2007
                
                2006
                
                2007
                
                2006
                
                September
                    30, 2007Sales
                
                
                62,347
                
                
                0
                
                
                16,466
                
                
                0
                
                
                85,156Cost
                    of goods sold
                
                
                (7,552
                )
                
                0
                
                
                (2,811
                )
                
                0
                
                
                (9,346
                )Gross
                    profit
                
                
                54,795
                
                
                0
                
                
                13,655
                
                
                0
                
                
                75,810Operating
                    ExpensesSelling,
                    general and administrative
                
                
                965,064
                
                
                885,494
                
                
                246,950
                
                
                449,424
                
                
                3,894,114Depreciation
                
                
                5,470
                
                
                11,430
                
                
                1,970
                
                
                460
                
                
                37,722Consulting
                    fees
                
                
                594,295
                
                
                193,352
                
                
                201,666
                
                
                71,076
                
                
                1,864,430Employee
                    stock options
                
                
                747,342
                
                
                2,099,949
                
                
                0
                
                
                0
                
                
                4,809,215Professional
                    fees
                
                
                534,885
                
                
                286,868
                
                
                4,764
                
                
                120,051
                
                
                1,205,078Total
                    operating expenses
                
                
                2,847,056
                
                
                3,477,093
                
                
                455,350
                
                
                641,011
                
                
                11,810,559Loss
                    from operations
                
                
                (2,792,261
                )
                
                (3,477,093
                )
                
                (441,695
                )
                
                (641,011
                )
                
                (11,734,749
                )Other
                    income (expenses)Royalty
                    income
                
                
                46,933
                
                
                25,000
                
                
                19,877
                
                
                0
                
                
                71,933Interest
                    income
                
                
                7,540
                
                
                56,420
                
                
                1,245
                
                
                18,742
                
                
                116,865Interest
                    expense
                
                
                (26,800
                )
                
                (15,013
                )
                
                (18,668
                )
                
                (5,013
                )
                
                (107,658
                )Other
                    income (expenses)
                
                
                (3,915
                )
                
                0
                
                
                0
                
                
                
                
                
                (42,524
                )Loss
                    on disposal of assets
                
                
                (91
                )
                
                (38,075
                )
                
                (91
                )
                
                0
                
                
                (16,789
                )Total
                    other income
                
                
                23,667
                
                
                28,332
                
                
                2,363
                
                
                13,729
                
                
                21,827Net
                    Loss
                
                
                (2,768,594
                )
                
                (3,448,761
                )
                
                (439,332
                )
                
                (627,282
                )
                
                (11,719,922
                )Basic
                    loss per common share
                
                
                (0.18
                )
                
                (0.29
                )
                
                (0.03
                )
                
                (0.05
                )Diluted
                    loss per common share
                
                
                (0.18
                )
                
                (0.29
                )
                
                (0.03
                )
                
                (0.05
                )Basic
                    and diluted weighted averagecommon
                    share outstanding
                
                
                15,126,564
                
                
                11,952,116
                
                
                16,280,438
                
                
                12,115,820
  F-2
  DAVI
        SKIN, Inc
 (formerly
        MW Medical, Inc.)
 (A
        Development Stage Company)
 STATEMENT
        OF CASH FLOWS
 (Unaudited)
 Nine
                    Monthsended
                  September
                    30
                
                From
                    inception
                  (March
                    21, 2004) through September 30,2007
                
                2006
                
                2007OPERATING
                    ACTIVITIESNet
                    Loss
                
                
                (2,768,594
                )
                
                (3,448,761
                )
                
                (11,712,922
                )Adjustments
                    to reconcile net loss tonet
                    cash used in operating activities:Prepaid
                    consulting expense
                
                
                34,376
                
                
                0
                
                
                114,584Stock
                    based compensation & expenses
                
                
                747,342
                
                
                2,134,323
                
                
                5,947,661Depreciation
                    and amortization
                
                
                10,470
                
                
                11,429
                
                
                42,722Accrued
                    interest
                
                
                6,304
                
                
                15,000
                
                
                6,304Loss
                    on sale of fixed assets
                
                
                91
                
                
                38,075
                
                
                38,700Non
                    cash consulting fees and directors' fee
                
                
                376,493
                
                
                0
                
                
                426,188Changes
                    in operating assets and liabilities:Accounts
                    Receivable
                
                
                (7,078
                )
                
                6,000
                
                
                (56,100
                )Inventory
                
                
                47,552
                
                
                (765,800
                )
                
                (631,717
                )Prepaid
                    expenses
                
                
                (7,584
                )
                
                5,000
                
                
                (9,609
                )Deposits
                
                
                19,935
                
                
                (33,025
                )
                
                (24,570
                )Contingent
                    liabilities
                
                
                0
                
                
                0
                
                
                26,383Accounts
                    payable and accrued liabilities
                
                
                358,897
                
                
                48,389
                
                
                501,777Accrued
                    interest
                
                
                13,019
                
                
                
                
                
                93,638Net
                    cash used in operating activities
                
                
                (1,168,777
                )
                
                (1,989,370
                )
                
                (5,241,961
                )INVESTING
                    ACTIVITIESCash
                    flow from investing activities:Change
                    in certificates of deposit
                
                
                827,461
                
                
                873,468
                
                
                (7,233
                )Sale
                    of fixed assets
                
                
                1,000
                
                
                0
                
                
                2,739Purchase
                    of fixed assets
                
                
                (4,848
                )
                
                (27,853
                )
                
                (121,035
                )Net
                    cash provided by (used in) investing activities
                
                
                823,613
                
                
                845,615
                
                
                (125,529
                )FINANCING
                    ACTIVITIESCash
                    flows from financing activities:Bank
                    overdraft
                
                
                (137,436
                )
                
                0
                
                
                0Proceeds
                    from stock transactions
                
                
                0
                
                
                1,496,000
                
                
                4,679,890Notes
                    payable
                
                
                500,000
                
                
                0
                
                
                500,000Notes
                    payable-related party
                
                
                0
                
                
                0
                
                
                200,000Net
                    cash provided by financing activities
                
                
                362,564
                
                
                1,496,000
                
                
                5,379,890Net
                    change in cash and cash equivalents
                
                
                17,400
                
                
                352,245
                
                
                17,400Cash
                    at beginning of period
                
                
                0
                
                
                3,617
                
                
                0Cash
                    at end of period
                
                
                17,400
                
                
                355,862
                
                
                17,400
  Non-cash
          activity: During the nine months ended September 30, 2007, 2,295,388 shares
          of
          common stock were issued as repayment for the related party note in the
          amount
          of $200,000 and the related accrued interest of $86,923.
  F-3
  DAVI
        SKIN, INC
 (Formerly
        MW Medical, Inc.)
 A
        Development Stage Company
 September
        30, 2007
 NOTES
        TO
        FINANCIAL STATEMENTS
  1. BASIS
        OF PRESENTATION
 
 The
        accompanying unaudited financial statements have been prepared in accordance
        with the rules and regulations of the Securities and Exchange Commission
        for
        interim financial statements. The interim financial statements present the
        balance sheet, statement of operations, and cash flows of the Company. The
        financial statements should be read in conjunction with the Form 10-KSB of
        the
        Company for the year ended December 31, 2006. In the opinion of management
        all
        normally recurring adjustments necessary to present fairly the financial
        position as of September 30, 2007 have been included in the financial
        statements. Interim results are not necessarily indicative of operations
        for the
        full year. Therefore, they do not include all of the information and footnotes
        required by accounting principles generally accepted in the United States
        for
        complete financial statements.
 
 The
        preparation of financial statements in conformity with accounting principles
        generally accepted in the United States requires management to make estimates
        and assumptions that affect the reported amounts of assets and liabilities
        and
        disclosure of contingent assets and liabilities at the date of the financial
        statements and the reported amounts of revenues and expenses during the period.
        Actual results could differ from those estimates.
  *Going
        concern:*
  The
        accompanying financial statements have been prepared in conformity with
        generally accepted accounting principles, which contemplate continuation
        of the
        Company as a going concern. The Company has incurred net losses of $2,768,594
        for the nine month period ended September 30, 2007, and has incurred cumulative
        net losses of $11,712,922 since its inception and will require additional
        capital for its operational activities. The Company has successfully developed
        and established a line of men’s and women’s skin care products. The Company has
        and is aggressively launching its products with several luxury retailers.
        While
        the Company has already invested substantial funds in developing, promoting,
        and
        marketing activities, additional funds will be required to continue these
        efforts to establish market presence and gain market shares. Additionally,
        the
        Company is in the process of finalizing the development of additional product
        lines. The Company believes that these endeavors will result in increased
        sales.
        However, as of September 30, 2007, the Company has insufficient cash to operate
        its business for the next twelve months. The Company experienced revenues
        during
        the current quarter and believes that while revenues will increase, they
        will
        not be sufficient to absorb expenses to maintain the Company as a going concern.
        As such, the Company must raise additional capital to achieve its business
        goals
        and to continue operations. The Company’s ability to raise additional capital
        through the future issuances of the common stock is unknown. The ability
        to
        successfully resolve these factors raise substantial doubt about the Company’s
        ability to continue as a going concern. The financial statements of the Company
        do not include any adjustments that may result from the outcome of these
        aforementioned uncertainties. The Company has not established a stabilized
        source of revenues sufficient to cover operating costs over an extended period
        of time. Additionally, the Company is involved in litigation. While the Company
        is attempting to settle this litigation the outcome may adversely affect
        the
        Company and its ability to raise additional funds.
 
 Management
        anticipates that the Company will be dependent, for the near future, on
        additional investment capital to fund operating expenses before achieving
        operating profitability. The Company intends to further position itself so
        that
        it may be able to raise additional funds through the capital markets. While
        to
        date the Company has demonstrated the ability to do so there are no assurances
        that it will succeed in raising additional capital. Management is currently
        pursuing several alternatives to raise additional capital. While the management
        believes it will be successful in raising the necessary funds for its immediate
        needs, there are no assurances that in the future the Company will be successful
        in this or any of its endeavors or become financially viable and continue
        as a
        going concern.
  2. DESCRIPTION
        OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES
 
 Description
        of business - Davi Skin, Inc., formerly MW Medical, Inc., (referred to as
        the
“Company”) is involved in the establishment and development of an all
        natural grape-based skin care line. The Company launched the sale of its
        products, which are currently being sold in New York, during the year ended
        December 31, 2006.
 
 F-4
  DAVI
          SKIN, INC
 (Formerly
          MW Medical, Inc.)
 A
          Development Stage Company
 September
          30, 2007
 NOTES
          TO
          FINANCIAL STATEMENTS
  History - On
        June 21, 2004, the Company completed and closed a Plan of Merger and
        Reorganization Agreement (“Merger Transaction”) with Davi Skin, Inc. (“Davi”),
        a privately owned company, whereby both parties agreed that a subsidiary of
        the Company would merge into and with Davi and become a wholly-owned subsidiary
        of the Company. As consideration for this merger transaction, the Company
        issued
        9,768,327 shares of its common stock in exchange for all the outstanding
        common
        stock of Davi on a one-for-one share exchange basis. The Agreement further
        provided for the Company’s officers and directors were to resign and the
        board of directors of Davi would become the board of directors for the Company.
        This transaction has been accounted for as a recapitalization or reverse
        merger
        whereby Davi would be considered the accounting acquirer, and the accounting
        history of the acquirer would be carried forward as the history for the Company
        and no goodwill would be recorded. Accordingly, the accompanying financial
        statements reflect the history of Davi from its date incorporation of March
        21,
        2004 (incorporated in the State of Nevada). Prior to the merger transaction,
        the
        Company had 645,033 shares of its common stock outstanding, $1,922 in accounts
        payable, $200,000 in a note payable to a related party and no
        assets.
 
 3. SIGNIFICANT
        ACCOUNTING POLICIES
 
 Development
        stage company. The
        accompanying financial statements have been prepared in accordance with the
        Statement of Financial Accounting Standards No. 7 “Accounting and Reporting by
        Development-Stage Enterprises”. A development-stage enterprise is one in which
        planned principal operations have not commenced or if its operations have
        commenced, there has been no significant revenue there from.
 
 Definition
        of fiscal year. The
        Company’s fiscal year end is December 31.
 
 Use
        of
        estimates .
        The
        preparation of financial statements in conformity with accounting principles
        generally accepted in the United States requires management to make estimates
        and assumptions that affect the reported amounts of assets and liabilities
        and
        disclosure of contingent assets and liabilities at the date of the consolidated
        financial statements and the reported amounts of revenue and expenses during
        the
        reporting period. Actual results could differ from those estimates.
  Revenue
        recognition .  Revenues
        are recognized when services are rendered and/or products are delivered.
        Costs
        and expenses are recognized during the period in which they are
        incurred.
  Cash
        and cash equivalents .  We
        consider all restricted and unrestricted highly liquid short-term investments,
        with original maturities of three months or less, to be cash equivalents.
        Such
        cash equivalents generally are part of our cash management activities rather
        than part of its operating, investing, and financing activities. Changes
        in the
        market value of cash equivalents result in gains or losses that are recognized
        in the income statement in the period in which they occur.
 
 Receivables.
        The
        Company’s accounts receivables represent financial instruments with a potential
        risk. We offer, and reserve the right to deny, credit terms with credit limits
        to customers based on their creditworthiness. We retain the right to place
        approved accounts on credit hold should these accounts become delinquent.
        We
        will maintain an allowance for doubtful accounts for estimated losses should
        customers fail to make required payments. In addition, we monitor the accounts
        for aging, historical account balances, payment patterns, history of
        collectibility, and customer creditworthiness when determining the
        collectibility of bad debt. Accounts receivables are written off when all
        collection attempts have failed. Allowance for doubtful accounts may increase
        if
        circumstances warrant. We believe that our current account receivables are
        collectible.
  Credit
        and concentration risk. The
        Company maintains deposit accounts in a single financial institution. From
        time
        to time, cash deposits may exceed Federal Deposit Insurance Corporation limits.
        The Company maintains certificates of deposit in excess of federal deposit
        insurance limits and, the Company’s general operating account will exceed
        federal deposit insurance limits.
  Inventory .
        The
        Company’s inventory consists of finished goods and raw materials, is stated at
        the lower of cost or market and cost is determined by the first-in, first-out
        method. The Company regularly monitors inventory quantities on hand and records
        write-downs for excess and obsolete inventories based primarily on the Company’s
        estimated forecast of product demand and production requirements. Such write
        downs establish a new cost basis of accounting for the related inventory.
        Actual
        inventory losses may differ from management’s estimates, and such differences
        could be material to the Company’s financial position, results of operations and
        cash flows.
  F-5
 DAVI
          SKIN, INC
 (Formerly
          MW Medical, Inc.)
 A
          Development Stage Company
 September
          30, 2007
 NOTES
          TO
          FINANCIAL STATEMENTS
  Fixed
        assets. Property
        and equipment are depreciated over the estimated useful lives of the related
        assets, generally 3-5 years. Leasehold improvements are amortized over the
        lesser of the lease term or the estimated life of the asset. Depreciation
        and
        amortization is computed on the straight-line method. Repairs and maintenance
        are expensed as incurred.
  Fair
        value of financial instruments .  Statement
        of Financial Accounting Standards (“SFAS”) No. 107, “Disclosure About Fair Value
        of Financial Instruments,” requires us to disclose, when reasonably attainable,
        the fair market values of its assets and liabilities which are deemed to
        be
        financial instruments. The carrying amounts and estimated fair values of
        our
        financial instruments approximate their fair value due to their short-term
        nature.
  Earnings
        (loss) per share .  Basic
        earnings (loss) per share exclude any dilutive effects of options, warrants
        and
        convertible securities. Basic earnings (loss) per share are computed using
        the
        weighted-average number of outstanding common shares during the applicable
        period. Diluted earnings (loss) per share are computed using the
        weighted-average number of common and common stock equivalent shares outstanding
        during the period. Common stock equivalent shares are excluded from the
        computation if their effect is anti-dilutive. Stock options are anti-dilutive
        when the results from operations are a net loss, as is the case for the for
        the
        nine months ended September 30, 2007 and 2006 or when the exercise price
        of the
        options is greater than the average market price of the common stock for
        the
        period.
 
 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 theperiod
        that includes the enactment date. We established a valuation allowance for
        the
        full tax benefit of the operating loss carryforward due to the uncertainty
        regarding realization. As of September 30, 2007, the Company has cumulative
        net
        losses of $11,712,922. The available net operating loss carryforwards are
        still
        being determined. Such losses may not be fully deductible due to the significant
        amounts of non-cash service costs.
 
 Comprehensive
        income (loss) .
        The
        Company has no components of other comprehensive income. Accordingly, net
        loss
        equals comprehensive loss for all periods.
 
 Advertising
        costs .
        Advertising costs incurred in the normal course of operations are expensed
        as
        incurred. Advertising costs incurred for the nine months ended September
        30,
        2007 and 2006, and for the period from inception (March 21, 2004) through
        September 30, 2007 was $44,975, and $0, and $44,975, respectively.
  Stock-based
        compensation - The
        Company accounts for its stock options under SFAS 123(R).
  In
        order
        to determine compensation on options issued to consultants, and employees’
options, the fair value of each option granted is estimated on the date of
        grant
        using the Black-Scholes option-pricing model. The Company estimates the
        requisite service period used in the Black-Scholes calculation based on an
        analysis of vesting and exercisability conditions, explicit, implicit, and/or
        derived service periods, and the probability of the satisfaction of any
        performance or service conditions. The Company also considers whether the
        requisite service has been rendered when recognizing compensation costs.
        The
        Company does not consider market conditions to be vesting conditions and
        an
        award is not deemed to be forfeited solely because a market condition is
        not
        satisfied.
 
 F-6
  DAVI
          SKIN, INC
 (Formerly
          MW Medical, Inc.)
 A
          Development Stage Company
 September
          30, 2007
 NOTES
          TO
          FINANCIAL STATEMENTS
  4. RECENTLY
        ISSUED ACCOUNTING PRONOUNCEMENTS
 
 In
        February 2006, the FASB issued SFAS No. 155 entitled
“*Accounting* *for
        Certain Hybrid Financial Instruments* ,” an
        amendment of SFAS No. 133 (“*Accounting* *for
        Derivative Instruments and Hedging Activities* ”)
        and
        SFAS No. 140 (“*Accounting* *for
        Transfers and Servicing of Financial Assets and Extinguishments of
        Liabilities* ”).
        In
        this context, a hybrid financial instrument refers to certain derivatives
        embedded in other financial instruments. SFAS No. 155 permits fair value
        re-measurement of any hybrid financial instrument which contains an embedded
        derivative that otherwise would require bifurcation under SFAS No. 133. SFAS
        No.
        155 also establishes a requirement to evaluate interests in securitized
        financial assets in order to identify interests that are either freestanding
        derivatives or “hybrids” which contain an embedded derivative requiring
        bifurcation. In addition, SFAS No. 155 clarifies which interest/principal
        strips
        are subject to SFAS No. 133, and provides that concentrations of credit risk
        in
        the form of subordination are not embedded derivatives. SFAS No. 155 amends
        SFAS
        No. 140 to eliminate the prohibition on a qualifying special-purpose entity
        from
        holding a derivative financial instrument that pertains to a beneficial interest
        other than another derivative. Any difference between the total carrying
        amount
        of the components of a bifurcated hybrid financial instrument and the fair
        value
        of the combined “hybrid” must be recognized as a cumulative-effect adjustment of
        beginning deficit/retained earnings.
 
 SFAS
        No.
        155 is effective for all financial instruments acquired or issued after the
        beginning of an entity’s first fiscal year that begins after September 15, 2006.
        Earlier adoption is permitted only as of the beginning of a fiscal year,
        provided that the entity has not yet issued any annual or interim financial
        statements for such year. Restatement of prior periods is
        prohibited.
  In
        March
        2006 FASB issued SFAS 156 ‘Accounting for Servicing of Financial Assets’ this
        Statement amends FASB Statement No. 140, *Accounting
        for Transfers and Servicing of Financial Assets and Extinguishments of
        Liabilities,* with
        respect to the accounting for separately recognized servicing assets and
        servicing liabilities. This Statement:
  1.
              Requires
                  an entity to recognize a servicing asset or servicing liability
                  each time
                  it undertakes an obligation to service a financial
                asset
                  by entering into a servicing
                  contract.
  2.
              Requires
                  all separately recognized servicing assets and servicing liabilities
                  to be
                  initially measured at fair value, if
                  practicable.
  3.
              Permits
                  an entity to choose ‘amortization method’ or ‘fair value measurement
                  method’ for each class of separately recognized
                servicing
                  assets and servicing liabilities.
  4.
              At
                  its initial adoption, permits a one-time reclassification of
                  available-for-sale securities to trading securities by entities
                  with
                recognized
                  servicing rights, without calling into question the treatment of
                  other
                  available-for-sale securities under Statement
                115,
                  provided that the available-for-sale securities are identified
                  in some
                  manner as offsetting the entity’s exposure to changes
                in
                  fair value of servicing assets or servicing liabilities that a
                  servicer
                  elects to subsequently measure at fair
                  value.
  5.
              Requires
                  separate presentation of servicing assets and servicing liabilities
                  subsequently measured at fair value in the statement
                of
                  financial position and additional disclosures for all separately
                  recognized servicing assets and servicing
                  liabilities.
  This
        Statement is effective as of the beginning of the Company’s first fiscal year
        that begins after September 15, 2006.
  Management
        does not believe that SFAS No. 155 and No. 156 will have an impact on our
        financial statements. Other recent accounting pronouncements issued by the
        FASB
        (including its Emerging Issues Task Force), the American Institute of Certified
        Public Accountants, and the SEC did not or are not believed by management
        to
        have a material impact on our present or future financial statements included
        elsewhere herein.
 
 In
        September 2006, the FASB issued FAS 157, “Fair Value Measurements.” This
        standard defines fair value, establishes a framework for measuring fair value
        in
        generally accepted accounting principles, and expands disclosures about fair
        value measurements.  This statement is effective for financial
        statements issued for fiscal years beginning after November 15, 2007. The
        Company does not anticipate that the adoption of this accounting pronouncement
        will have a material effect on its financial statements.
 
 F-7
  DAVI
          SKIN, INC
 (Formerly
          MW Medical, Inc.)
 A
          Development Stage Company
 September
          30, 2007
 NOTES
          TO
          FINANCIAL STATEMENTS
  In
        September 2006, the SEC released Staff Accounting Bulletin No. 108, “Considering
        the Effects of Prior Year Misstatements when Quantifying Misstatements in
        Current Year Financial Statements (SAB 108). SAB 108 provides interpretive
        guidance on the SEC's views regarding the process of quantifying materiality
        of
        financial statement misstatements. SAB 108 is effective for fiscal years
        ending
        after November 15, 2006. The Company does not anticipate that the adoption
        of
        this accounting pronouncement will have a material effect on its financial
        statements.
 
 In
        February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
        Financial Assets and Financial Liabilities - Including an amendment of FASB
        Statement No. 115” (“SFAS 159”).  SFAS 159 provides companies with an
        option to report selected financial assets and liabilities at fair
        value.  SFAS 159's objective is to reduce both complexity in
        accounting for financial instruments and the volatility in earnings caused
        by
        measuring related assets and liabilities differently.  SFAS 159 is
        effective as of the beginning of an entity's first fiscal year beginning
        after
        November 15, 2007.   The Company is currently evaluating the
        potential impact, if any, that the adoption of SFAS 159 will have on its
        financial statements .
 
 5. RELATED
        PARTY TRANSACTIONS
 
 We
        outsource a portion of our operational activities to companies with greater
        expertise in certain areas in order to keep our overhead expenditures to
        a
        minimum. Currently our payroll function is outsourced to an accounting firm
        with
        one of its partners being both a member of our Executive Advisory Board and
        a
        relative of a member of our Board of Directors.
 
 6. CONVERTIBLE
        DEBENTURE
 
 The
        Company and an unrelated third party have entered into an agreement whereby
        the
        third party is willing to provide, subject to the terms and conditions of
        the
        agreement; certain financing for the Company’s ongoing and proposed business
        operations and activities. The agreement provides for a 9% Senior Secured
        Convertible Note in the stated amount of $2,200,000. The initial advance
        ($500,000) is to be secured by a certain license agreement by and between
        the
        Company, Constellation Wines U.S., and Robert Mondavi Corporation. The agreement
        provides an invitation to join the Board of Directors and receiving options
        to
        purchase 125,000 shares of the Company’s stock, and if the full amount is funded
        will receive stock purchase warrants up to 4,000,000 shares or a proportional
        number of shares if funded less than $2,200,000. As of September 30, 2007,
        the
        Company has received $500,000. The amount of accrued interest is $13,019,
        the
        agreement is being terminated (See footnote -12).
 
 7. FIXED
        ASSETS
 
 Fixed
        assets consist of the following as of September 30, 2007:
 
 Furniture
                  and fixtures
              
              $
              6,972Computer
                  equipment
              
              
              9,932Printer
              
              
              4,848Leasehold
                  improvements
              
              
              17,00038,752Less:
                  accumulated depreciation
              
              
              (8,294
              )Fixed
                  assets, net
              
              $
              30,458
  F-8
  DAVI
          SKIN, INC
 (Formerly
          MW Medical, Inc.)
 A
          Development Stage Company
 September
          30, 2007
 NOTES
          TO
          FINANCIAL STATEMENTS
  8. DEPOSIT
 
 The
        Company has booked $24,570 in deposits.
 
 9. COMMITMENTS
        AND CONTINGENCIES
  Lease
        agreements .
        On May
        18, 2006, the Company entered into a 3-year lease agreement with Marina Glencoe,
        LLC, a California limited liability company, to lease approximately 1,980
        square
        feet of office space located at 4223 Glencoe Ave, Suite B130 Marina Del Rey,
        CA
        90292. The lease provides for monthly rental payments, including parking
        and
        utilities of $ 4,643 for the first 12 months, $ 4,775.54 for months 13 -
        24 and
        $4,912.05 for months 24 - 36. The Company provided a letter of credit in
        the
        amount of $49,896 as a security deposit.
 
 Future
        minimum annual lease payments and principal payments under existing agreements
        are as follows:
  12
                  months endingSeptember
                  30,2008
              
              $
              63,7982009
              
              
              43,303Total
              
              $
              107,101
  Total
        rental expenses under non-cancelable lease terms in excess of one year was
        $43,660, $46,421 ,
        and
        $136,700 for the nine month period ended September 30, 2007 and 2006, and
        the
        period from inception (March 21, 2004) through September 30, 2007,
        respectively.
 
 10. CONCENTRATIONS
 
 The
        Company’s sales during the nine month period ended September 30, 2007 were to
        several customers and all purchases of inventory were from one
        supplier.
 
 At
        September 30, 2007, the Company did not maintain certificates of deposit
        at any
        one major financial institution in excess of the federally insured limits
        pursuant to Federal Deposit Insurance Corporation. The Company had certificates
        of deposit in the amount $7,233.
 
 11. CAPITAL
        STOCK TRANSACTIONS
 
 Preferred
        stock- The
        authorized preferred stock is 10,000,000 shares at $0.001 par value. As of
        September 30, 2007 there were no preferred shares issued or
        outstanding.
  Common
        Stock- The
        authorized common stock is 90,000,000 shares at $0.001 par value. As of
        September 30, 2007, there were 17,061,208 shares of common stock
        outstanding.
 
 During
        the quarter ended September 30, 2007, the Company issued 150,000 shares of
        common stock to its new director and 1,000,000 shares to its Chief Executive
        Officer. The Company expensed $149,500 for the 1,150,000 shares issued at
        a
        price of $0.13 per share.
 
 F-9




DAVI
          SKIN, INC
 (Formerly
          MW Medical, Inc.)
 A
          Development Stage Company
 September
          30, 2007
 NOTES
          TO
          FINANCIAL STATEMENTS
  12. WARRANTS
 
 On
        March
        27, 2006, we closed a Stock Purchase Agreement (“SPA”) with Artist House
        Holdings, Inc. (“Artist House.”) Under the Stock Purchase Agreement, Artist
        House agreed to purchase 283,333 of our Securities Units (“Securities Units,”)
        consisting of 566,667 shares of common stock and a warrant to purchase an
        additional 283,333 shares of common stock at $4.50 per share exercisable
        in 24
        months, in exchange for gross proceeds of $1,700,000 (less $204,000 in fees)
        for
        net proceeds of $1,496,000, an effective price of $2.65 per share. We filed
        the
        Registration Statement, however did not pursue the registration process due
        to
        legal proceedings. The warrants issued in accordance with the above mentioned
        SPA were valued at $275,737 using the Black-Scholes option pricing model.
        The
        following table summarizes the assumptions used in arriving at the valuation:
 
 Number
                  of warrants issued
              
              
              283,333Market
                  price at grant date
              
              $
              1.50Exercise
                  price
              
              $
              4.50Term
              
              
              24
                  monthsVolitility
              
              
              66
              %Annual
                  rate of quarterly dividends
              
              
              0.00
              %Discount
                  Rate-Bond Equivalent Yield
              
              
              4.61
              %
 
 On
        May
        14, 2007, the Company and an unrelated third party entered into an agreement
        whereby the third party is willing to provide, subject to the terms and
        conditions of the agreement; certain financing for the Company’s ongoing and
        proposed business operations and activities ( *see
        footnote 6 - Convertible Debenture* ). On
        July 3, 2007, the Company received $500,000. Because the investor has not
        provided any further funding the Company has terminated the funding agreement.
        However, based on funding to date, the investor is entitled to a warrant
        to
        purchase 908,000 shares of the Company’s common stock. The warrants issued in
        accordance with the above mentioned SPA were valued at $50,607 using the
        Black-Scholes option pricing model. The following table summarizes the
        assumptions used in arriving at the valuation:
 
 Number
                  of warrants issued
              
              
              908,000Market
                  price at grant date
              
              $
              0.16Exercise
                  price
              
              $
              0.75Term
              
              
              60
                  monthsVolitility
              
              
              77
              %Annual
                  rate of quarterly dividends
              
              
              0.00
              %Discount
                  Rate-Bond Equivalent Yield
              
              
              5.05
              %
  13. COMMON
        STOCK OPTIONS
  In
        order
        to determine compensation on options issued to consultants, as well as fair
        value disclosures for employees’ options, the fair value of each option granted
        is estimated on the date of grant using the Black-Scholes option-pricing
        model.
        The Company estimates the requisite service period used in the Black-Scholes
        calculation based on an analysis of vesting and exercisability conditions,
        explicit, implicit, and/or derived service periods, and the probability of
        the
        satisfaction of any performance or service conditions. The Company also
        considers whether the requisite service has been rendered when recognizing
        compensation costs. The Company does not consider market conditions to be
        vesting conditions and an award is not deemed to be forfeited solely because
        a
        market condition is not satisfied.
  F-10
  DAVI
          SKIN, INC
 (Formerly
          MW Medical, Inc.)
 A
          Development Stage Company
 September
          30, 2007
 NOTES
          TO
          FINANCIAL STATEMENTS
  On
        November 1, 2005, we entered into an employment agreement (“Agreement”) with our
        President. The term of the Agreement is for two years with an annual salary
        of
        $120,000. The Agreement provides for bonuses to our President based upon
        our
        financial performance to be determined at the sole discretion of our Board
        of
        Directors after consultation with our President. The Agreement also provides
        for
        equity based compensation to purchase up to 1,250,000 shares of our common
        stock
        (“Stock Options”) at a purchase price of $0.25 per share. The Stock Options vest
        as follows: 250,000 shares upon execution of the Agreement; 500,000 shares
        on
        March 1, 2006; and 500,000 shares on March 1, 2007. During the three months
        ended March 31, 2007, the President agreed to forfeit options to purchase
        750,000 shares of the Company’s common stock. The estimated fair value of the
        Stock Options has been determined using Black-Scholes option pricing model
        using
        the following assumptions:
 
 exercise
                  price of
              
              $
              0.25closing
                  stock price on date of the Agreement of
              
              $
              3.50historical
                  stock price volatility of
              
              
              77
              %risk
                  free interest rate of
              
              
              3.50
              %dividend
                  yield of
              
              
              0%
                  and 3 year term.
  The
        estimated fair value of the Stock Options was expensed over the vesting
        period. During the nine months ended September 30, 2007, 2006, and during
        the
        period from inception (March 21, 2004) through September 30, 2007 we recorded
        an
        expense related to the Stock Options of $702,486, $1,582,407, and $4,764,157,
        respectively. The Company recorded no expense for the three month period
        ended
        September 30, 2007.
  In
        February 2006, we employed Patrick Pflipsen and the Company agreed to provide
        equity based compensation to purchase up to 50,000 shares of our common stock
        (“Stock Options”) at a purchase price of $0.26 per share.  The estimated
        fair value of the Stock Options has been determined using Black-Scholes option
        pricing model using the following assumptions:
 
 exercise
                  price of
              
              $
              0.26closing
                  stock price on date of the Agreement of
              
              $
              0.26historical
                  stock price volatility of
              
              
              66
              %risk
                  free interest rate of
              
              
              4.56
              %dividend
                  yield of
              
              
              0%
                  and 1 year term.
  The
        estimated fair value of the Stock Options totaled $6,166, which was expensed
        over the vesting period. During the nine months ended September 30, 2007
        and
        2006 and during the inception period from inception (March 21, 2004) through
        September 30, 2007, we recorded an expense related to the Stock Options of
        $0,
        $0, $6,166, respectively. There was no related expense for the three month
        period ended September 30, 2007.
  On
        June
        8, 2006, we entered into an employment agreement (“Agreement”) with our Chief
        Financial Officer. The term of the Agreement is for two years with an annual
        salary of $120,000. The Agreement provides for bonuses to our Chief Financial
        Officer based upon our financial performance to be determined at the sole
        discretion of our Board of Directors, and quarterly bonuses tied to the accurate
        and timely filing of all required SEC filings. The Agreement also provides
        for
        equity based compensation to purchase up to 370,000 shares of our common
        stock
        (“Stock Options”) at a purchase price of $1.00 per share. The Stock Options vest
        as follows: 10,000 shares upon execution of the Agreement; 30,000 shares
        at the
        end of each quarter during the term that the Executive remains employed.
        This
        executive resigned on September 15, 2006, and accordingly, the options to
        purchase 360,000 shares were forfeited during the year ended December 31,
        2006.
        The estimated fair value of the Stock Options has been determined using
        Black-Scholes option pricing model using the following assumptions:
 
 exercise
                  price of
              
              $
              1.00closing
                  stock price on date of the Agreement of
              
              $
              1.01historical
                  stock price volatility of
              
              
              107
              %risk
                  free interest rate of
              
              
              4.99
              %dividend
                  yield of
              
              
              0%
                  and 3 year term.
  The
        estimated fair value of the Stock Options totaled $8,696, which was
        expensed over the vesting period. During the nine months ended September
        30,
        2007 and 2006 and during the period from inception (March 21, 2004) through
        September 30, 2007, we recorded an expense related to the Stock Options of
        $0,
        $0, $8,696, respectively. There was no related expense for the three month
        period ended September 30, 2007.
  F-11
 DAVI
          SKIN, INC
 (Formerly
          MW Medical, Inc.)
 A
          Development Stage Company
 September
          30, 2007
 NOTES
          TO
          FINANCIAL STATEMENTS
 On
        November 28, 2006, Davi Skin, Inc. (the “Company”) executed and delivered a
        severance agreement with Patrick Pflipsen (“Pflipsen”) by which the Company
        terminated Pflipsen’s employment with the Company.  In consideration for
        Pflipsen’s obligations under the agreement, the agreement provides that the
        Company shall issue 50,000 options to purchase common stock of the Company
        with
        an exercise price of $0.50 per share.  Under the agreement, the Company
        also retained the option to engage Pflipsen as a consultant to assist in
        various
        projects, including capital raises for the Company. The estimated fair value
        of
        the Stock Options has been determined using Black-Scholes option pricing
        model
        using the following assumptions:
 
 exercise
                  price of
              
              $
              0.49closing
                  stock price on date of the Agreement of
              
              $
              0.25historical
                  stock price volatility of
              
              
              152
              %risk
                  free interest rate of
              
              
              4.56
              %dividend
                  yield of
              
              
              0%
                  and 6 mth term.
  The
        estimated fair value of the Stock Options totaled $9,740, which was expensed
        over the vesting period., During the nine months ended September 30, 2007
        and
        2006, and during the period from inception (March 21, 2004) through September
        30, 2007, we recorded an expense related to the Stock Options totaling $0,
        $0,
        and $9,740 respectively.
 
 On
        May 14, 2007, the Company and an unrelated third party entered into an agreement
        whereby the third party is willing to provide, subject to the terms and
        conditions of the agreement; certain financing for the Company’s ongoing and
        proposed business operations and activities ( *see
        footnote 6 - Convertible Debenture* ). On
        July 3, 2007, the Company received $500,000. Because the investor has not
        provided any further funding the Company has terminated the funding agreement.
        However, based on funding to date, the investor is entitled to options to
        purchase 125,000 shares of the Company’s common stock. The estimated fair value
        of the Stock Options has been determined using Black-Scholes option pricing
        model using the following assumptions: The following table summarizes the
        assumptions used in arriving at the valuation:
 
 exercise
                  price of
              
              $
              0.25closing
                  stock price on date of the Agreement of
              
              $
              0.16historical
                  stock price volatility of
              
              
              77
              %risk
                  free interest rate of
              
              
              5.05
              %dividend
                  yield of
              
              
              0%
                  and 60 mth term.
  The
        estimated fair value of the Stock Options totaled $11,435, which was expensed
        over the vesting period., During the nine months ended September 30, 2007
        and
        2006, and during the period from inception (March 21, 2004) through September
        30, 2007, we recorded an expense related to the Stock Options totaling $11,435,
        $0, and $11,435 respectively.
 
 The
        following is a summary of the stock option activity:
 Number
                of
                  Shares
              
              Weighted
                Average
                Exercise
                  PriceOutstanding
                  at January 1, 2007
              
              
              1,360,000
              
              $
              0.26Options
                  Granted
              
              
              125,000
              
              $
              0.25Options
                  Canceled
              
              
              (750,000
              )
              $
              (0.25
              )Options
                  Exercised
              
              
              -
              
              $
              -Outstanding
                  at September 30, 2007
              
              
              735,000
              
              $
              0.26Exercisable
                  at September 30, 2007
              
              
              735,000
              
              $
              0.26
  F-12
 DAVI
          SKIN, INC
 (Formerly
          MW Medical, Inc.)
 A
          Development Stage Company
 September
          30, 2007
 NOTES
          TO
          FINANCIAL STATEMENTS
  The
        details of the vested stock options outstanding as of September 30, 2007
        are as follows:
 Options
                  Outstanding
              
              Options
                  ExercisableRange
                  of
                Exercisable
                  Prices
              
              Number
                Outstanding
              
              Weighted
                  Average
                Remaining
                Contractual
                Life
                  (in years)
              
              Weighted
                Average
                Exercise
                  Price
              
              Number
                Exercisable
              
              Weighted
                Average
                Exercise
                  Price$0.25
                  - $1.00
              
              
              735,000
              
              
              
              
              
              1.55
              
              $
              0.26
              
              
              735,000
              
              $
              0.26
 
 Options
                  Outstanding & Unvested at
                September
                  30, 2007Number
                Outstanding
              
              Weighted
                Average
                Exercise
                  PriceNon
                  Vested at January 1, 2007
              
              
              
              
              
              500,000
              
              $
              0.25Granted
              
              
              
              
              
              -
              
              $
              -Forfeited
              
              
              
              
              
              -
              
              $
              -Vested
              
              
              
              
              
              (500,000
              )
              $
              0.25Non
                  Vested at September 30, 2007
              
              
              
              
              
              -
              
              $
              -
 
 14. EQUITY
        SECURITIES OFFERINGS
 
 On
        January 3, 2007, the Company entered into an agreement with Donald B. Schwall,
        Jr. (“Mr. Schwall”).  Pursuant to the agreement, Mr. Schwall is obligated
        to act as a consultant and advisor to the Company on various promotional
        and
        marketing campaigns, including developing online promotional concepts, events
        and materials to increase website awareness, service membership, and eCommerce
        product sales.  Mr. Schwall will also provide consulting services relating
        to endorsements, co-operative promotions, and other forms of strategic
        alliances.  The agreement provides that the Company shall compensate Mr.
        Schwall for his services with 400,000 shares of Company common stock issued
        under the Company’s stock compensation plan as follows:  200,000 shares
        upon execution of the Agreement, and 200,000 shares on April 1, 2007 so long
        as
        the agreement is in effect on such date.  The agreement shall terminate on
        January 3, 2008.
  The
        Company filed a Registration Statement on Form S-8 relating to 200,000
        shares of its common stock, par value $0.001 per share (the “Common Stock”)
        issued to Donald B. Schwall, Jr. (“Consultant”), an eligible consultant to the
        Corporation under that certain Consulting Agreement between the Company and
        Consultant dated as of January 3, 2007. Subsequent to March 31, 2007, the
        consulting agreement was cancelled and 150,000 shares of common stock were
        returned. During the three month period ended March 31, 2007, non cash
        consulting fees of $30,000 were recorded relating to this
        agreement.
  15. LEGAL
        PROCEEDINGS
 
 An
        action
        entitled Rowe D. Nelson, et al. vs. Davi Skin, Inc., et al., Los Angeles
        Superior Court Case No. SC091146 (the “Complaint”) was filed on September 20,
        2006. The plaintiffs filed an amended complaint on or about October 6, 2006,
        to
        which the defendants filed a demurrer, which was sustained in part. The
        plaintiffs filed a second amended complaint (“SAC”) on or about February 23,
        2007, and defendants have demurred in part to that pleading. On July 24,
        2007,
        the Company issued to its shareholders of record as June 21, 2007, a Notice
        of
        Proposed Settlement of Derivative Action in the matter of Rowe D. Nelson,
        et al
        vs. Davi Skin, Inc., et al., Los Angeles Superior Court Case No. SC091146.
        The
        matter was settled on September 17, 2007. The Company was responsible for
        its
        legal fees and any amounts over and above this were covered by the insurance
        carrier.
 
 F-13
  DAVI
          SKIN, INC
 (Formerly
          MW Medical, Inc.)
 A
          Development Stage Company
 September
          30, 2007
 NOTES
          TO
          FINANCIAL STATEMENTS
  On
        May 4,
        2006 we received a letter from legal counsel representing Artist House in
        which
        Artist House purportedly terminated the SPA dated March 27, 2006, and demanded
        the unconditional return of $1,700,000 million, representing Artist House’s
        purchase price under the SPA for 566,667 shares of our common stock plus
        warrants exercisable into 283,333 shares of our common stock. In this demand
        letter, Artist House alleged that we failed to timely perform certain conditions
        and obligations under the SPA, including (a) appointing certain individuals
        affiliated with Artist House to our board of directors, (b) obtaining directors
        and officers liability insurance, (c) modifying rights related to stock options
        issued to our CEO, Joe Spellman, (d) appointing Artist House as our licensing
        agent in Japan, and (e) requiring board approval for any salary increases
        to our
        officers. On July 6, 2006, counsel for the Company received written notice
        from
        another attorney representing Artist House, demanding rescission of the SPA,
        based on the similar claims and allegations of breach and non-performance
        by the
        Company and allegations that the alleged “finder” of the investment was acting
        as an unlicensed broker and therefore the transaction is subject to rescission.
        The Company denies the allegations.
 
 On
        or
        about August 2, 2006, a lawsuit entitled Artist House Holdings, Inc. vs Davi
        Skin, Inc. et. al., United States District Court, District of Nevada, Case
        No.
        2:06-CV-893-RLH-LRL, was filed in federal district court in Nevada against
        the
        Company, its directors, and other individuals. The plaintiff, Artist House
        Holdings, Inc., is a shareholder in the Company. The complaint alleged
        violations of federal securities law and Nevada securities law, breach of
        contract, and related claims arising from the plaintiff's investment in Company.
        A First Amended Complaint was filed on July 31, 2006, and a Second Amended
        Complaint on January 8, 2007. On December 22, 2006, the plaintiffs filed
        an
        emergency motion for a preliminary injunction, which the District Court denied
        on January 12, 2007. On January 26, 2007, the Company and its directors filed
        a
        motion to dismiss the federal securities law claim. That motion was granted
        on
        March 27, 2007. The Court gave the plaintiff leave to amend, and plaintiff
        subsequently filed an amended complaint to restate the claims not dismissed
        and
        to add a party defendant.  We filed an answer to the amended complaint on
        May 17, 2007.  We intend to defend the matter vigorously.
 
 During
        April, 2006, we received a letter from a third party requesting the exercise
        of
        a conversion right attached to a $200,000 note originally due to Ms. Jan
        Wallace, the former CEO of MW Medical. The company is in negotiations presently
        with Ms. Wallace to convert the note from debt to equity. At the year end,
        the
        note was still a debt on the books of the company accruing interest.  Since
        then, the debt has been converted to equity in the names of third party
        holders.
  The
        financial statements do not reflect any adjustments that could result from
        an
        unfavorable outcome with respect to any of the above legal proceedings. At
        this
        juncture we cannot determine the outcome or range of any such loss. We do
        believe, however, that the above litigation is without merit, and are currently
        evaluating strategic and legal options best suited for our future
        growth.
  16.
          SUBSEQUENT EVENT
 
 On
          November 16, 2007, the Company and an existing shareholder entered into
          an
          agreement whereby the shareholder was willing to provide financing for
          the
          Company’s proposed business operations and activities. The
          agreement provides for a six-month note for $200,000 at an annual interest
          rate
          of 13 percent. The note may be converted to common shares of the Company
          at a price of $0.55. The shareholder also received options to purchase
          a 125,000
          common shares at a price of $0.55.
  F-14
  **Item
        2.     Management’s Discussion and Analysis or Plan of
        Operation**





**Forward-Looking
      Statements**





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





**Overview**





We
      are
      principally engaged in the development, manufacturing and distribution of Davi
      luxury branded products including the Davi luxury line of skincare for men
      and
      women that encompass the anti-oxidant rich by-products of the winemaking process
      coupled with the latest innovations in modern technology. We also function
      as a
      licensor and licensing agent to entities interested in associating their
      products with our luxury brand names.




4


***Skin
      Care Products***





The
      development of the Davi Skin luxury branded skincare product line is now
      complete. We are selling the initial nine (9) SKUs, four (4) products in the
      women’s line and five (5) products in the men’s line, which are described in
      more detail below. All the products are available since to our retail launch
      in
      October 2006 with luxury retailer Bergdorf Goodman in New York City. The
      products are now also available through Bliss World Catalogs and their
      corresponding website; the luxury hotel and spa, Meadow Wood, located in the
      Napa Valley; and the Living Beauty section of Selfridges department store in
      London, England. We are finalizing distribution agreements with several
      retailers located throughout Europe, Asia, the United States and Canada. We
      anticipate that our products will be available through these retailers by the
      1 st quarter
      of 2008. These select upscale retailers submit purchase orders for quantities
      of
      our branded products, which we fulfill from our distribution center. Planned
      distribution will continue to expand into 2008 through the utilization of select
      distribution companies throughout the world to help oversee the growth and
      development of the brand.





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





Women’s
      Line :




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





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





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





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





Men’s
      Line :




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





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





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




5




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





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





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





***Licensing
      Agent***





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





Since
      we
      received a one-time $25,000 signing bonus during the first quarter of 2007
      for
      the successful negotiation and execution of the Constellation licensing
      arrangement, we have received $46,933.99 in royalty payments.





***Licensor***





We
      entered into a relationship with Gilchrist and Soames, an industry leader in
      fine toiletries manufacturing, on the development of a Davi branded line of
      hotel amenity kits. The
      initial line of amenity products consists of shampoo, conditioner, bath gel,
      body lotion and soaps, with additional products to be developed in the future.
      The range of Davi amenity products will feature the same Meritage complex of
      antioxidants that is found in the Davi men and women's retail product lines.





6




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





***Skin
      Care Line***





The
      initial nine (9) SKUs include four (4) products for women and five (5) for
      men.
      All the products are now available pursuant to our retail launch in October
      2006
      with luxury retailer Bergdorf Goodman in New York City. Subsequent to the
      launch, the products have now also become available at Bliss World Catalogs
      and
      their corresponding website; the luxury hotel and spa, Meadow Wood, located
      in
      the Napa Valley; and the Living Beauty section of Selfridges department store
      in
      London, England. We are also finalizing distribution agreements with several
      select retailers located throughout Europe, Asia, and across the United States
      and Canada. We expect to have agreements finalized and to be able to make our
      products available for purchase through these retailers commencing in the
      4 th quarter
      of this year and 1 st quarter
      of 2008. These select upscale retailers submit purchase orders for quantities
      of
      our branded products, which we fulfill from our distribution center. Planned
      distribution will continue to expand into 2008 through the utilization of select
      Distribution Companies throughout the world to help oversee the growth and
      development of the brand.





***Product
      Development***





We
      have
      developed of a hotel amenity line of products for distribution into luxury
      hotel
      rooms worldwide in conjunction with Gilchrist & Soames, an industry leader
      in fine toiletries manufacturing. The initial line of amenity products will
      consist of shampoo, conditioner, bath gel, body lotion and soaps, with
      additional products to be developed in the future.




These
      amenity products feature the same Meritage complex of antioxidants that is
      found
      in our men’s and women’s retail line. Meritage is a microencapsulated blend of
      select antioxidants, including fermented grape extracts, which remain pure
      within the formula until application. Meritage's sustained time-release
      technology provides a slow infusion of antioxidant health benefits to the
      skin.




***Manufacturer***





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





§
            the
                final shape and size of the product containers;





§
            the
                final selection of caps;





§
            the
                final packaging design;





§
            the
                logo and label designs; and




7




§
            the
                final unit carton design and construction.





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




***Luxury
      Branding and Acquisitions***




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





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





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





New
      product development will commence as we further expand the Davi portfolio of
      branded products. It is our intent to create an international lifestyle brand
      consisting of several lifestyle products bearing the Davi name. These products
      will be made available through our developing network of retail
      distributors.





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





8




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





**Results
      of Operations for the three months ended September 30, 2007 and
      2007**





***Assets*** .
      Our
      total assets as of September 30, 2007 were $750,703. Our total assets largely
      consist of inventory in the amount of $631,716. Our total assets as of September
      30, 2006, were $2,030,176, consisting primarily of cash in the amount of
      $355,863, a certificate of deposit in the amount of $825,488, and inventory
      in
      the amount of $765,800. The decrease in cash and investments, our primary
      assets, are attributable to our administrative costs as our company has been
      promoting and developing our product lines, which were launched in October
      2006.




Our
      total
      liabilities as of September 30, 2007 were $957,710, consisting primarily of
      accounts payable and accrued expenses in the amount of $501,733, and $500,000
      in
      a convertible debenture compared to total liabilities of $371,195 as of
      September 30, 2006, consisting primarily of accounts payable of $114,621 and
      $245,000 in a note payable-related party.




***Sales*** .
      Sales
      consist of revenues from the sale of products from our skin care line. We
      reported sales of $62,347 for the nine months period ended September 30, 2007,
      compared with revenue of $0 for the same period ended September 30, 2006. This
      increase is a result of the skin care line launch in October 2006. Our cost
      of
      goods sold for the nine months ended September 30, 2007 was $7,552 resulting
      in
      gross profits of $54,795. We did not have any cost of revenues for the nine
      months ended September 30, 2006.





For
      the
      three months ended September 30, 2007, sales amounted to $16,466 compared to
      sales of $0 for the same period ended September 30, 2006. Our cost of goods
      for
      the three month period ended September 30, 2007 was $2,811 resulting in a gross
      profit $13,655.




***Operating
      Expenses*** .
      Our
      operating expenses decreased by $630,037 to $2,847,056 for the nine months
      ended
      September 30, 2007, compared to $3,477,093 for the same reporting period in
      the
      prior year. The decrease in expenses was largely attributable to a decrease
      in
      stock based compensation paid to our executive officers offset by increased
      expenses for the nine months ended September 30, 2007 for consulting and
      professional fees. Our operating expenses for the nine months ended September
      30, 2007 consisted of selling, general and administrative expenses of $965,064,
      depreciation of $5,470, consulting fees of $594,295, employee stock options
      of
      $747,342, and professional fees of $534,885. In comparison, our operating
      expenses for the nine months ended September 30, 2006 consisted of selling,
      general and administrative expenses of $885,494, depreciation of $11,430,
      consulting fees of $193,352, employee stock options of $2,099,949, and
      professional fees of $286,868.




9




Our
      operating expenses decreased by $185,661 to $455,350 for the three months ended
      September 30, 2007, compared to $641,011 for the same reporting period in the
      prior year. The decrease was attributable to professional fees; marketing and
      promotional expenses, and travel expenses. Our operating expenses for the three
      months ended September 30, 2007 consisted of selling, general and administrative
      expenses of $246,950, depreciation of $1,970, consulting fees of $201,666,
      and
      professional fees of $4,764. In comparison, our operating expenses for the
      three
      months ended September 30, 2006 consisted of selling, general and administrative
      expenses of $449,424, depreciation of $460, consulting fees of $71,076, and
      professional fees of $120,051.




***Other
      Income (Expenses)*** .
      Other
      income consists of royalty income from our licensing agreement and interest
      income from our certificate of deposit. We reported other income of $23,667
      and
      $2,363 for the nine month and three month periods ended September 30, 2007,
      respectively, compared to $28,332 and $13,729 for the same periods ended
      September 30, 2006, respectively. For the nine months ended September 30, 2007,
      other income largely consisted of royalty income of $46,933 as opposed to
      interest income of $56,420 for the same period ended September 30, 2007. For
      the
      three months ended September 30, 2007, other income largely consisted of royalty
      income of $19,877 as opposed to interest income of $18,742 for the same period
      ended September 30, 2007.





***Net
      Loss*** .
      We
      reported a net loss of $2,768,594 or $0.18 per share and a net loss of $439,332
      or $0.03 for the nine and three months ended September 30, 2007, respectively,
      compared to a net loss of $3,448,761 or $0.29 per share and $627,282 or $0.29
      per share for the nine and three months ended September 30, 2006,
      respectively.




**Liquidity
      and Capital Resources**





As
      of
      September 30, 2007, our total current assets of $695,675 consisted of $7,233
      of
      certificates of deposit, $631,716 of inventory, $29,717 of accounts receivable,
      and $9,609 of prepaid expenses. As of September 30, 2007, our total current
      liabilities of $514,752 consisted of $501,733 in accounts payable and accrued
      expenses and $13,019 in interest payable. We thus had working capital of
      $180,923 at September 30, 2007.





Net
      cash
      used in operating activities was $1,168,777 for the nine months ended September
      30, 2007 compared to net cash used in operating activities of $1,989,370 for
      the
      nine months ended September 30, 2006. Net cash flow provided by investing
      activities amounted to $823,613 for the nine months ended September 30, 2007
      compared to net cash used in investing activities of $845,615 for the nine
      months ended September 30, 2006. Net cash flow used in financing activities
      amounted to $362,564 for the nine month period ended September 30, 2007,
      compared to net cash provided by financing activities of $1,496,000 for the
      nine
      month period ended June 30, 2006.




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




10




In
      connection with our need for additional financing, we entered into an Agreement
      for Convertible Note with an unrelated third party, Mr. Amin S. Lakha, whereby
      Mr. Lakha is willing to provide, subject to the terms and conditions of the
      Agreement for Convertible Note and accompanying documents (the “Agreement”),
      certain financing for our ongoing and proposed business operations and
      activities. The Agreement provides for a 9% Senior Secured Convertible Note
      (the
“Note”) in the stated amount of $2,200,000. Interest is payable in six month
      intervals and the note matures on May 15, 2010. The Note allows Mr. Lakha to
      convert a part or all of the outstanding balance under the Note into shares
      of
      our common stock at a conversion price of $0.55 per share, which is subject
      to
      adjustment in the event of certain dilutive issuances, including stock dividends
      and reorganizations.





Under
      the
      Agreement and the accompanying Assignment and Security Agreement, the “Initial
      Advance,” defined as a $200,000 preliminary advance and an additional advance of
      $300,000, is to be secured by funds received in connection with a certain
      license agreement by and between the Company, Constellation Wines U.S., and
      Robert Mondavi Corporation. As of the date of this filing, we received the
      entire Initial Advance of $500,000 from Mr. Lakha. As such, under the Agreement
      and accompanying documents, we are bound to provide each of the following to
      Mr.
      Lakha:





1.
            Invite
                Mr. Lakha to serve on our board of directors;


2.
            Grant
                Mr. Lakka options to purchase 125,000 shares of our common stock
                with an
                exercise price of $0.25 per share;


3.
            Grant
                Mr. Lakha warrants to purchase up to 4,000,000 shares of our common
                stock
                proportionate to the amount of funds advanced by Mr. Lakha;
                and


4.
            Upon
                receipt and exercise of all derivative securities, provide Mr. Lakha
                a
                constant equity position of at least 32.9% of the total outstanding
                equity
                in our company.




We
      have
      facilitated a transfer of shares to Mr. Lakha by existing
      shareholders.





Mr.
      Lakha
      is not required to advance additional funds under the Note beyond the $500,000
      that we already received. If we call upon Mr. Lakha to advance additional funds
      up to a total of $2,200,000 and Mr. Lakha refuses to do so, the Note will be
      amended to reflect the amounts actually advanced to us. As of the date of this
      report, Mr. Lakha has determined by economic reasons to decline our request
      for
      additional funding. We are therefore amending the agreement to reflect the
      actual amount advanced by Mr. Lakha and other consideration to be paid pursuant
      to the agreement.





**Off
      Balance Sheet Arrangements**





As
      of September
      30, 2007 ,
      there
      were no off balance sheet arrangements.





11




**Going
      Concern**




The
      accompanying financial statements have been prepared in conformity with
      generally accepted accounting principles, which contemplate continuation of
      our
      company as a going concern. We have incurred net losses of $2,768,594 for the
      nine month period ended September 30, 2007, and has incurred cumulative net
      losses of $11,712,922 since our inception and will require additional capital
      for our operational activities. We have successfully developed and established
      a
      line of men’s and women’s skin care products. We have and are aggressively
      launching our products with several luxury retailers. While we have already
      invested substantial funds in developing, promoting, and marketing activities,
      additional funds will be required to continue these efforts to establish market
      presence and gain market shares. Additionally, we are in the process of
      finalizing the development of additional product lines. We believe that these
      endeavors will result in increased sales. However, as of September 30, 2007,
      we
      have insufficient cash to operate our business for the next twelve months.
      We
      experienced revenues during the current quarter and believes that while revenues
      will increase, they will not be sufficient to absorb expenses to maintain us
      as
      a going concern. As such, we must raise additional capital to achieve our
      business goals and to continue operations. Our ability to raise additional
      capital through the future issuances of the common stock is unknown. The ability
      to successfully resolve these factors raise substantial doubt about our ability
      to continue as a going concern. The financial statements do not include any
      adjustments that may result from the outcome of these aforementioned
      uncertainties. We have not established a stabilized source of revenues
      sufficient to cover operating costs over an extended period of time.
      Additionally, we are involved in litigation. While we are attempting to settle
      this litigation the outcome may adversely affect the Company and its ability
      to
      raise additional funds.





Management
      anticipates that we will be dependent, for the near future, on additional
      investment capital to fund operating expenses before achieving operating
      profitability. We intend to further position the company so that we may be
      able
      to raise additional funds through the capital markets. While to date we have
      demonstrated the ability to do so there are no assurances that we will succeed
      in raising additional capital. Management is currently pursuing several
      alternatives to raise additional capital. While the management believes it
      will
      be successful in raising the necessary funds for its immediate needs, there
      are
      no assurances that in the future we will be successful in this or any of our
      endeavors or become financially viable and continue as a going
      concern.





**Critical
      Accounting Policies**





In
      December 2001, the SEC requested that all registrants list their most “critical
      accounting polices” in the Management Discussion and Analysis. The SEC indicated
      that a “critical accounting policy” is one which is both important to the
      portrayal of a company’s financial condition and results, and requires
      management’s most difficult, subjective or complex judgments, often as a result
      of the need to make estimates about the effect of matters that are inherently
      uncertain. We believe that the following accounting policies fit this
      definition.





***Revenue
      recognition*** .
      We
      recognize revenues when services are rendered and/or products are delivered.
      Costs and expenses are recognized during the period in which they are
      incurred.




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




12




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




***Stock-based
      compensation*** .
      We
      account for stock options under SFAS 123(R).




In
      order
      to determine compensation on options issued to consultants, and employees’
options, the fair value of each option granted is estimated on the date of
      grant
      using the Black-Scholes option-pricing model. We estimate 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. We also consider whether the requisite service has been rendered
      when recognizing compensation costs. We do not consider market conditions to
      be
      vesting conditions and an award is not deemed to be forfeited solely because
      a
      market condition is not satisfied.




**Recently
      Issued Accounting Pronouncements**





In
      February 2006, the FASB issued SFAS No. 155 entitled “Accounting for Certain
      Hybrid Financial Instruments,” an amendment of SFAS No. 133 (“Accounting for
      Derivative Instruments and Hedging Activities”) and SFAS No. 140 (“Accounting
      for Transfers and Servicing of Financial Assets and Extinguishments of
      Liabilities”). In this context, a hybrid financial instrument refers to certain
      derivatives embedded in other financial instruments. SFAS No. 155 permits fair
      value re-measurement of any hybrid financial instrument which contains an
      embedded derivative that otherwise would require bifurcation under SFAS No.
      133.
      SFAS No. 155 also establishes a requirement to evaluate interests in securitized
      financial assets in order to identify interests that are either freestanding
      derivatives or “hybrids” which contain an embedded derivative requiring
      bifurcation. In addition, SFAS No. 155 clarifies which interest/principal strips
      are subject to SFAS No. 133, and provides that concentrations of credit risk
      in
      the form of subordination are not embedded derivatives. SFAS No. 155 amends
      SFAS
      No. 140 to eliminate the prohibition on a qualifying special-purpose entity
      from
      holding a derivative financial instrument that pertains to a beneficial interest
      other than another derivative. When SFAS No. 155 is adopted, any difference
      between the total carrying amount of the components of a bifurcated hybrid
      financial instrument and the fair value of the combined “hybrid” must be
      recognized as a cumulative-effect adjustment of beginning deficit/retained
      earnings.




13




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




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





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


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


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


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


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





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




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




In
      July
      2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in
      Income Taxes” (FIN No. 48). This interpretation requires recognition and
      measurement of uncertain income tax positions using a "more-likely-than-not"
      approach. The provisions of FIN No. 48 are effective for fiscal years beginning
      after December 15, 2006. The Company does not anticipate that the adoption
      of
      this accounting pronouncement will have a material effect on its consolidated
      financial statements.





In
      September 2006, the FASB issued FAS 157, “Fair Value Measurements.” This
      standard defines fair value, establishes a framework for measuring fair value
      in
      generally accepted accounting principles, and expands disclosures about fair
      value measurements. This statement is effective for financial statements issued
      for fiscal years beginning after November 15, 2007. The Company does not
      anticipate that the adoption of this accounting pronouncement will have a
      material effect on its consolidated financial statements.





14




In
      September 2006, the SEC released Staff Accounting Bulletin No. 108, “Considering
      the Effects of Prior Year Misstatements when Quantifying Misstatements in
      Current Year Financial Statements" (SAB 108). SAB 108 provides interpretive
      guidance on the SEC's views regarding the process of quantifying materiality
      of
      financial statement misstatements. SAB 108 is effective for fiscal years ending
      after November 15, 2006. The Company does not anticipate that the adoption
      of
      this accounting pronouncement will have a material effect on its consolidated
      financial statements.





In
      February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
      Financial Assets and Financial Liabilities - Including an amendment of FASB
      Statement No. 115 ("SFAS 159"). SFAS 159 provides companies with an option
      to
      report selected financial assets and liabilities at fair value. SFAS 159's
      objective is to reduce both complexity in accounting for financial instruments
      and the volatility in earnings caused by measuring related assets and
      liabilities differently. SFAS 159 is effective as of the beginning of an
      entity's first fiscal year beginning after November 15, 2007. The Company is
      currently evaluating the potential impact, if any, that the adoption of SFAS
      159
      will have on its condensed consolidated financial statements.





15


**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 Sseptember 30, 2006. This evaluation was carried
      out under the supervision and with the participation of our Chief Executive
      Officer, Ms. Jan Wallace, and our Chief Financial Officer, Mr. Munjit Johal.
      Based upon that evaluation, our Chief Executive Officer and Chief Financial
      Officer concluded that, as of September 30, 2007, our disclosure controls and
      procedures are effective. There have been no changes in our internal controls
      over financial reporting during the quarter ended September 30, 2007.





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





Limitations
      on the Effectiveness of Internal Controls





Our
      management does not expect that our disclosure controls and procedures or our
      internal control over financial reporting will necessarily prevent all fraud
      and
      material error. Our disclosure controls and procedures are designed to provide
      reasonable assurance of achieving our objectives and our Chief Executive Officer
      and Chief Financial Officer concluded that our disclosure controls and
      procedures are effective at that reasonable assurance level. Further, the design
      of a control system must reflect the fact that there are resource constraints,
      and the benefits of controls must be considered relative to their costs. Because
      of the inherent limitations in all control systems, no evaluation of controls
      can provide absolute assurance that all control issues and instances of fraud,
      if any, within the Company have been detected. These inherent limitations
      include the realities that judgments in decision-making can be faulty, and
      that
      breakdowns can occur because of simple error or mistake. Additionally, controls
      can be circumvented by the individual acts of some persons, by collusion of
      two
      or more people, or by management override of the internal control. The design
      of
      any system of controls also is based in part upon certain assumptions about
      the
      likelihood of future events, and there can be no assurance that any design
      will
      succeed in achieving its stated goals under all potential future conditions.
      Over time, control may become inadequate because of changes in conditions,
      or
      the degree of compliance with the policies or procedures may deteriorate.





16




**PART
      II - OTHER INFORMATION**





**Item
      1.     Legal Proceedings**





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





On
      July
      24, 2007, the Company issued to its shareholders of record as June 21, 2007,
      a
      Notice of Proposed Settlement of Derivative Action in the matter of Rowe D.
      Nelson, et al vs. Davi Skin, Inc., et al., Los Angeles Superior Court Case
      No.
      SC091146. A settlement hearing was held on September 17, 2007 and the matter
      was
      settled. The
      Company will be responsible for its own legal fees and the Company's insurance
      carrier covered the settlement amount of $250,000.





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





The
      information set forth below relates to our issuances of securities without
      registration under the Securities Act during the reporting period which were
      not
      previously included in a Current Report on Form 8-K. 
 On
        November 16, 2007, the company and an existing shareholder entered into an
        agreement whereby the shareholder was willing to provide financing for the
        Company's proposed business operations and activities. The agreement provides
        for a six-month note for $200,000 at an annual interest rate of 13 percent.
        The
        note may be converted to common shares of the Company at a price of $0.55
        per
        share. The shareholder also received options to purchase 125,000 common shares
        at a price of $0.55 per share. These securities were issued pursuant to Section
        4(2) of the Securities Act of 1933. We did not engage in any general
        solicitation or advertising.





**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
      September 30, 2007.





**Item
      5.     Other Information**





17


**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




18





**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:November 16, 2007By:
            /s/
              Jan Wallace****Jan
                Wallace****Title:****
            **Chief
              Executive
              Officer and Director**







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