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 1934
 
 For the quarterly period ended September 30, 2003
 
 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
 
 For the transition period from   to
 
 Commission File Number   001-14297
 
 MW Medical, Inc.
 (Exact name of Small Business Issuer as specified in its charter)
 
 Nevada    86-0907471
 (State or other jurisdiction of   (IRS Employer
 incorporation )     Identification No.)
 
 
 6929 E. Cheney, Paradise Valley, Arizona 85253
 (Address of principal executive offices)
 
 (480) 941-3875
 
 Issuers telephone number, including area code
 
 
 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days [ X ] Yes   [ ] No
 
 State the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date: 99,822,443 Shares of Common Stock outstanding as of September 30, 2003.
 
 Transitional Small Business Disclosure Format (Check one): Yes [ ]   No [ X ]
  1 
 
 PART I - FINANCIAL INFORMATION
 
 Item 1.  Financial Statements.
 
 BASIS OF PRESENTATION
 
 General
 
 The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-QSB and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders deficit in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the nine months ended September 30, 2003, are not necessarily indicative of the results that can be expected for the year ending December 31, 2003.
  2 
 
 MW Medical, Inc.
 
 Balace Sheets
 
 (Unaudited)                    (Audited )Sept. 30                     December 31,2003   2002CURRENT ASSETSCash
$
172

$
937Total current assets

172


937Total Assets
$
172

$
937LIABILITIES AND STOCKHOLDERS (DEFICIT)CURRENT LIABILITIESAccounts payable
$
74,247

$
35,202Accrued expenses

180,895


116,160Notes payable - related parties

856,432


1,012,903Total current liabilities

1,111,574


1,164,265STOCKHOLDERS (DEFICIT)Common stock $.001 parvalue; authorized -100,000,000 shares issued and outstanding,
99,822,443 and 25,822,443 at 9-30-2003 and 12-31-2002

99,822


25,822Additional paid-in capital

14,421,633


13,699,602Accumulated deficit

(15,632,857
)

(14,888,752)Total stockholders (deficit)

(1,111,402
)

(1,163,328)$
172

$
937
 
 
 F1


**MW Medical, Inc.**

**Consolidated Statements of Operations******

Three months ended Sept. 30,                          Nine months ended Sept. 30,2003                          2002                            2003                           2002Sales, net
$
-

$
-

$
-

$
--


-


-


--


-


-


-General and administrative expenses

89,526


99,501


302,006


326,408Depreciation and amortization




9,677





29,031Research and development










1,000Total operating expenses

89,526


109,178


302,006


356,439Net operating loss

(89,526
)

(109,178
)

(302,006
)

(356,439
)Interest income

-


-Interest income (expense)

(21,156
)

(16,498
)

(442,099
)

(50,089
)(21,156
)

(16,498
)

(442,099
)

(50,089
)Loss from continuing operationsbefore income taxes

(110,682
)

(125,676
)

(744,105
)

(406,528
)Income tax expense

-


-


-


-NET LOSS

(110,682
)

(125,676
)

(744,105
)

(406,528
)Net loss per weighted average share
$
0.00


($0.01
)

($0.01
)

($0.02
)Weighted average number of common shares used tocompute net loss per weighted average share

99,822,443


24,517,443


76,782,150


24,517,443








F2


MW Medical, Inc.


Consolidated Statements of Cash Flows


(Unaudited)









Nine months ended Sept. 302003


2002Cash flows from operating activitiesNet Loss
$
(744,105
)
$
(406,528)Adjustments to reconcile net loss to cash used inoperating activities:Depreciation and amortization

-


29,031Deferred Salaries

250,470


252,120Interest expense

442,099


50,089Changes in assets and liabilitiesIncrease in accounts payable and accrued expenses

39,044


41,959Net cash used in operating activities

(12,492
)

(33,329)Cash flows from financing activitiesProceeds from loans

11,727


43,538Net cash provided by financing activities

11,727


43,538(Decrease) increase in cash and cash equivalents

(765
)

10,209Cash and cash equivalents at beginning of period

937


209Cash and cash equivalents at end of period
$
172

$
10,418








F3





Item 2. Managements Discussion and Analysis of Financial Condition and Results of


Operations.





We were incorporated under the laws of the state of Nevada on December 4, 1997 as a subsidiary of Dynamic Associates, Inc. ("Dynamic")





We were in the business of manufacturing and selling our primary product, the MW 2000. We also were in the business of designing and developing microwave technologies for dermatological applications. Due to our financial condition and filing for bankruptcy, we wrote off our entire inventory and currently have no business activities.





Reverse Stock Split





Currently our operations are at a standstill and we wrote off our entire inventory. In addition, we have issued a total of 99,822,443 out of 100,000,000 authorized common shares and are therefore unable to issue additional shares without increasing the authorized shares or reducing the total issued shares through a reverse stock split. Management has determined that it must seek additional funding or other business relationships such as a merger or reverse acquisition in order to proceed with an active business operation. While no such relationships or funding have been identified as of yet, management believes that the currently large number of issued and outstanding shares will effect the consummation of any such relationship and that a smaller number of issued and outstanding shares will assist in management's attracting of funding sources and merger partners on terms that will be more beneficial to us.





We filed a Schedule 14A and called a shareholders meeting for December 2, 2002, in part, to seek shareholder approval for a reverse split on a basis of one share for every 25 presently outstanding. As a result of insufficient votes, the meeting was cancelled and no approval was obtained.





The board is now proposing that the Company's common stock undergo a reverse split on a basis of one share for every 500 shares presently outstanding in order to make the corporation more attractive as a target for a merger or reverse acquisition and to allow the company to offer its stock to investors. Shareholder approval of this reverse stock split will effectively reduce the number of shares held by each shareholder as well as the total number of shares outstanding. The percentage of outstanding shares owned by each shareholder prior to the proposed split will remain the same. We are planning to file a new amended preliminary Schedule 14A in contemplation of this reverse split in order to have a new shareholders meeting in the fourth quarter of 2003 to decide this action.





Plan of Operations





We currently have no business activities. Unless we can secure financing, we will not be able to restart our operations. With the economic downturn, we have been unable to raise additional capital from outside sources and management is unaware of any reasonable prospects for financing. We are in the process of evaluating other business interests.





Assets





Our total assets as of September 30, 2003 were $172, compared to total assets in the amount of





3





$937 on December, 31, 2002. Our only asset is cash in the amount of $172.





Liabilities And Stockholders Equity





Our total liabilities as of September 30, 2003 were $1,111,574, compared to total liabilities in the amount of $1,164,265 as of December 31, 2002. Our total current liabilities consisted of: (a) $74,247 in accounts payable; (b) accrued expenses of $180,895; and (c) notes payable in the amount of $856,432. The notes payable consist of a promissory note issued pursuant to an agreement with Ms. Wallace discussed below, unpaid management fees owed to Ms. Wallace in the amount of $140,425, and unpaid management fees owed to Grace Sim, our Chief Financial Officer, in the amount of $99,592.





The decrease in total liabilities is due to the settlement of the creditor's claims under the approved reorganization plan in the Chapter 11 Bankruptcy. In addition, on March 15, 2003, we entered into a loan agreement with Ms. Wallace. In accordance with this agreement, Ms. Wallace agreed to provide further financial support for a period of 90 days in an amount of no more than $50,000 and to accept a new promissory note for a reduced amount of $945,775.30, which extended the due date for payment to June 15, 2003. The company is continuing to negotiate with Ms. Wallace to extend the due date of the note. The balance owing on this promissory note is $616,415 which is currently past due.





On September 30, 2003, we had a working capital deficit of $1,111,402, compared to a working capital deficit of $1,163,328 on December 31, 2002.





Results of Operations





Due to our financial condition and the filing of bankruptcy, we had no business operations in the three month period ended September 30, 2003. Therefore, we had no revenue for the three month period ended September 30, 2003.




Our operating expenses were $89,526 for the three month period ended September 30, 2003, compared to operating expenses of $109,178 for the same three month period in the prior year. Our only operating expense in the three month period ended September 30, 2003 consisted of only general and administrative expenses. We did incur $21,156 in interest expense in the three month period ended September 30, 2003, compared to interest expense of $16,498 for the same three month period of the prior year.




We incurred a net loss of $110,682 for the three month period ended September 30, 2003, compared to a net loss of $125,676 for the same three month period in the prior year.





Liquidity and Capital Resources





On September 30, 2003 we had cash in the amount of $172, compared to $937 in cash on December 31, 2002. We wrote off our inventory and assigned it to Ms. Wallace to repay a portion of the secured debt owed to her. Therefore, our only asset is cash.




Unless we can secure financing, we will not be able to restart our operations. With the economic downturn, the Company has been unable to raise additional capital from outside sources and management is unaware of any reasonable prospects for financing.




4








Forward-Looking Statements





Many statements made in this report are forward-looking statements that are not based on historical facts. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements. The forward-looking statements made in this report relate only to events as of the date on which the statements are made.








ITEM 3.  CONTROLS AND PROCEDURES.





As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the "Exchange Act"), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2003. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer, Ms. Jan Wallace and Chief Financial Officer, Ms. Grace Sim. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting management to material information relating to us that is required to be included in our periodic SEC filings. There have been no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to the date we carried out our evaluation.




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 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission'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.




5





PART II - OTHER INFORMATION





Item 1.  Legal Proceedings:





Other than as follows, we are not a party to any material litigation and to our knowledge, no such proceedings are threatened or contemplated.





On February 25, 2003, MW Medical Corporation a/k/a Microwave Medical Corporation ("Debtor") was named and served as a third-party defendant in an action in New York state court. The original complaint was filed by Arylnn Willis against Steven A. Victor, M.D. and Madison Avenue Dermatology Center ("Third Party Plaintiff").





In May 2003, Debtor entered into a stipulation with Third Party Plaintiff. Under the terms of the stipulation, the automatic stay has been lifted thereby allowing the Third Party Plaintiff to commence the New York state court action and proceed against the Debtor's insurer only to the extent coverage exists. The case continues to be pending.





Item 2.  Changes in Securities and Use of Proceeds:





We did not complete any sales of our securities in the quarter ended September 30, 2003.





Item 3. Defaults Upon Senior Securities:





Up through the settlement of the secured promissory note held by our President and sole director, Ms. Jan Wallace, we were in default on our obligation to repay her as required under our plan of reorganization in bankruptcy. On March 15, 2003, we entered into a loan agreement with Ms. Wallace. In accordance with this agreement, Ms. Wallace agreed to provide further financial support for a period of 90 days in an amount of no more than $50,000 and to accept a new promissory note for a reduced amount of $945,775.30, which extended the due date for payment to June 15, 2003. At the present time, we have not repaid Ms. Wallace. The company is negotiating with Ms. Wallace to extend the due date of the note. The balance owing on this promissory note is $616,415.





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





We scheduled a meeting of shareholders in January of this year, but a vote was not taken due to an inadequate number of shares available to vote on the matters submitted.








Item 5.   Other Information:





None




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Item 6. Exhibits and Reports on Form 8-K.







EXHIBITS REQUIRED BY ITEM 601 OF REGULATION SB




Exhibit
Number
Description of Exhibit31.1



32.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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





REPORTS ON FORM 8-K





We did not file any Current Reports on Form 8-K during the fiscal quarter ended September 30, 2003. We have not filed any Current Reports on Form 8-K since September 30, 2003.




7





SIGNATURES





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











MW Medical, Inc.








DATED:  November 13, 2003                                                  /s/ Jan Wallace


Jan Wallace, Chief Executive Officer




8