UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      DC 20549





**FORM
      10-QSB/A**





[X]
            Quarterly
                Report pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934For
                the quarterly period endedMarch
                31, 2005[
                ]
            Transition
                Report pursuant to 13 or 15(d) of the Securities Exchange Act of
                1934For
                the transition period _________to__________Commission
                File Number:001-14297





Davi
      Skin, Inc.


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





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








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





310-205-9907(Issuer’s
                telephone number)_______________________________________________________________(Former
                name, former address and former fiscal year, if changed since last
                report)








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





State
      the
      number of shares outstanding of each of the issuer’s classes of common stock, as
      of the latest practicable date: 10,718,360 common shares as of March 31,
      2005





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




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






1
 Table
          of Contents








TABLE
                OF CONTENTS
            PagePART
                I - FINANCIAL INFORMATIONItem
                1:
            Financial
                Statements
            3Item
                2:
            Plan
                of Operation
            4Item
                3:
            Controls
                and Procedures
            7PART
                II - OTHER INFORMATIONItem
                1:
            Legal
                Proceedings
            9Item
                2:
            Unregistered
                Sales of Equity Securities and Use of
                Proceeds
            9Item
                3:
            Defaults
                Upon Senior Securities
            10Item
                4:
            Submission
                of Matters to a Vote of Security
                Holders
            10Item
                5:
            Other
                Information
            10Item
                6:
            Exhibits
            10





2
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          of Contents





**PART
      I - FINANCIAL INFORMATION**





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





Our
      unaudited consolidated financial statements included in this Form 10-QSB are
      as
      follows:





(a)
            Consolidated
                Balance Sheet as of March 31,
                2005.


(b)
            Consolidated
                Statement of Operations for the
                quarter ended March 31, 2005 and for the period from March 24, 2004
                (date
                of inception) to March 31, 2005;


(c)
            Consolidated
                Statement of Cash Flow for the
                quarter ended March 31, 2005 and for the period from March 24, 2004
                (date
                of inception) to March 31, 2005 ;


(d)
            Notes
                to Financial
                Statements.





These
      unaudited condensed financial statements have been prepared in accordance with
      accounting principles generally accepted in the United States of America for
      interim financial information and the SEC instructions to Form 10-QSB. In the
      opinion of management, all adjustments considered necessary for a fair
      presentation have been included. Operating results for the interim period ended
      March 31, 2005 are not necessarily indicative of the results that can be
      expected for the full year.




3
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          of Contents


**DAVISKIN,
          INC.**
 **(formerly
          MW Medical, Inc.)**
 **(A
          Development Stage Company)**
  **CONSOLIDATED
        BALANCE SHEET (UNAUDITED)**
 **March
        31, 2005**
 Restated
 
 **ASSETS**Current
                    AssetsCash
                $
                1,921,750Certificate
                    of deposit
                
                153,862TOTAL
                    CURRENT ASSETS
                
                2,075,612Fixed
                  assets, net of
                  accumulated depreciation of $6,064
                
                33,048Other
                  AssetsDeposits
                
                3,700TOTAL
                    ASSETS
                $
                2,112,360**LIABILITIES
                  AND STOCKHOLDERS’ EQUITY**Current
                  LiabilitiesAccounts
                    payable
                $
                63,432Short
                    term note payable
                
                10,500Notes
                    payable - related parties
                
                215,000Funds
                    received pending stock issuance
                
                2,007,291TOTAL
                    CURRENT LIABILITIES
                
                2,296,223Stockholders’
                  EquityPreferred
                    stock; $.001 par value; 10,000,000 shares authorized,and
                    no shares issued and outstanding
                
                0Common
                    stock; $.001 par value; 90,000,000 shares authorized,10,718,360
                    shares issued and outstanding
                
                10,718Additional
                    paid-in capital
                
                2,017,064Stock
                    subscriptions receivable
                
                (8,200)Prepaid
                    consulting expense
                
                (103,126)Accumulated
                    deficit during development stage
                
                (2,100,319)TOTAL
                    STOCKHOLDERS’ EQUITY
                
                (183,863)TOTAL
                    LIABILITIES AND STOCKHOLDERS’
                    EQUITY
                $
                2,112,360
  See
        Accompanying Notes to Consolidated Financial Statements.


F-1
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**DAVISKIN,
        INC.**
 **(formerly
        MW Medical, Inc.)**
 **(A
        Development Stage Company)**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS (UNAUDITED)**




For
                  the quarter
                Ended
                  March 31,
                2005
                  - Restated
              
              Period
                  from
                3/24/2004
                (Date
                  of
                Inception)
                  to
                March
                  31,
                2005Revenues
              $
              0
              $
              0Cost
                  of revenues
              
              0
              
              0Gross
                  Profit (Loss)
              
              0
              
              0Operating
                  expensesSelling,
                  general and administrative
              
              130,682
              
              934,943Depreciation
              
              2,655
              
              6,064Consulting
                  fees
              
              149,936
              
              855,776Professional
                  fees
              
              46,725
              
              97,157329,998
              
              1,893,940(Loss)
                  From Operations
              
              (329,998)
              
              (1,893,940)Other
                  income (expenses)Interest
                  expenses
              
              (5,000)
              
              (15,000)Interest
                  income
              
              1,476
              
              6,674(3,524)
              
              (8,326)NET(LOSS)
              $
              (333,522)
              $
              (1,902,266)Basic
                  and diluted (loss) per common share
              $
              (.03)
              $Basic
                  and diluted weighted average common
                shares
                  outstanding
              $
              10,521,806





See
        Accompanying Notes to Consolidated Financial Statements.





F-2
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            of Contents





**DAVISKIN,
        INC.**
 **(formerly
        MW Medical, Inc.)**
 **(A
        Development Stage Company)**




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




For
                  the quarter
                Ended
                  March 31,
                2005
                  - Restated
              
              Period
                    from
                  3/24/2004
                  (date
                    of inception)
                  March
                    31, 2005OPERATING
                  ACTIVITIESNet
                  (loss)
              $
              (333,522)
              $
              (1,902,266)Adjustments
                  to reconcile net (loss) to netcash
                  used in operating activities:Stock
                  based compensation and expenses
              
              0
              
              940,391Prepaid
                  consulting expense
              
              11,458
              
              11,458Depreciation
                  and amortization
              
              2,655
              
              6,064Accrued
                  interest
              
              5,000
              
              15,000Changed
                  in operating assets and liabilities:Prepaid
                  expenses
              
              9,375
              
              0Deposits
              
              0
              
              (3,700)Accounts
                  payable
              
              24,272
              
              63,432Net
                  Cash (Used) ByOperating
                  Activities
              
              (280,762)
              
              (869,621)INVESTING
                  ACTIVITIESCertificate
                  of deposit
              
              
              159,090
              
              
              (153,862)Purchase
                  of fixed assets
              
              
              0
              
              
              (39,112)Net
                  Cash (Used) ByInvesting
                  Activities
              
              
              159,090
              
              
              (192,974)FINANCING
                  ACTIVITIESShort
                  term notes payable
              
              
              0
              
              
              10,500Notes
                  payable-related party
              
              
              0
              
              
              200,000Proceeds
                  from stock transactions
              
              
              1,537,291
              
              
              2,773,845Net
                  Cash Provided byFinancing
                  Activities
              
              
              1,537,291
              
              
              2,984,345Net
                  change in cash and cash equivalents
              
              
              1,415,619
              
              
              1,921,750Cash
                  beginning of period
              
              
              506,131
              
              
              0Cash
                  end of period
              
              $
              1,921,750
              
              $
              1,921,750NONCASH
                  ACTIVITIESIssuance
                  of common stock related to prepaidconsulting
                  fees
              
              $
              0
              
              $
              2,634,375






See
      Accompanying Notes to Consolidated Financial
      Statements.




F-3
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**** **DAVISKIN,
        INC.**
 **(formerly
        MW Medical, Inc.)**
 **(A
        Development Stage Company)**




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





1.
            BASIS
                OF PRESENTATION





The
      accompanying unaudited consolidated financial statements of Davi Skin, Inc.
      ("Company") have been prepared in accordance with Securities and Exchange
      Commission requirements for interim financial statements. Therefore, they do
      not
      include all of the information and footnotes required by accounting principles
      generally accepted in the United States for complete financial statements.
      The
      financial statements should be read in conjunction with the Form 10-KSB of
      the
      Company for the year ended December 31, 2004 .





The
      interim financial statements present the balance sheet, statements of
      operations, stockholders' equity and cash flows of the Company. The financial
      statements have been prepared in accordance with accounting principles generally
      accepted in the United States.





The
      interim financial information is unaudited. In the opinion of management, all
      adjustments necessary to present fairly the financial position as of March
      31,
      2005 and the results of operations, stockholders' equity and cash flows
      presented herein have been included in the financial statements. Interim results
      are not necessarily indicative of results of operations for the full year.





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States requires management to make estimates
      and assumptions that affect the reported amounts of assets and liabilities
      and
      disclosure of contingent assets and liabilities at the date of the financial
      statements and the reported amounts of revenues and expenses during the
      reporting period. Actual results could differ from those estimates.





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





Description
      of business - Davi
      Skin, Inc., formerly MW Medical, Inc., (referred to as the “Company”) is
      involved in  the
      establishment and development of an all natural grape-based skin care line.





History - On
      June 21, 2004, the Company  completed
      and closed a Plan of Merger and Reorganization Agreement (“Merger Transaction”)
      with Davi Skin, Inc. (“Davi”), a  privately
      owned company, whereby both parties agreed that a subsidiary of the Company
      would merge into and with Davi and become a wholly owned subsidiary of the
      Company. As consideration for this merger transaction, the Company issued
      9,768,327 shares of its common stock in exchange for all the outstanding common
      stock of Davi on a one-for-one share exchange basis. The Agreement further
      provided for  Company’s
      officers and directors were to resign and the board of directors of Davi would
      become the board of directors for the Company. This transaction has been
      accounted for as a quasi-reorganization or reverse merger whereby Davi would
      be
      considered the accounting acquirer **,** and
      the
      accounting history of the acquirer would be carried forward as the history
      for
      the Company and no goodwill would be recorded. Accordingly, the accompanying
      financial statements reflect the history of Davi from its date incorporation
      of
      March 21, 2004 (incorporated in the State of Nevada). Prior to the merger
      transaction, the Company had 645,033 shares of its common stock outstanding,
      $1,922 in accounts payable, $200,000 in a note payable to a related party and
      no
      assets.






F-4
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**DAVISKIN,
        INC.**
 **(formerly
        MW Medical, Inc.)**
 **(A
        Development Stage Company)**




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


**(continued)**





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


(continued)





Development
      stage company - The
      accompanying financial statements have been prepared in accordance with the
      Statement of Financial Accounting Standards No. 7 “Accounting and Reporting by
      Development-Stage Enterprises.” A development-stage enterprise is one in which
      planned principal operations have not commenced or, if its operations have
      commenced, there has been no significant revenue there from.





Going
      concern - The
      accompanying financial statements have been prepared on a going concern basis,
      which contemplates the realization of assets and the satisfaction of liabilities
      in the normal course of business. The Company has incurred cumulative net losses
      of $1,902,266 since its inception and may require additional capital for its
      operational activities. The Company’s ability to raise additional capital
      through the future issuances of the common stock is unknown. Obtaining
      additional financing and attaining  profitable
      operations are necessary for the Company to continue operations. The ability
      to
      successfully resolve these factors raise substantial doubt about the Company’s
      ability to continue as a going concern. The consolidated financial statements
      of
      the Company do not include any adjustments that may result from the outcome
      of
      these aforementioned uncertainties.





Definition
      of fiscal year - The
      Company’s fiscal year end is December 31.





Use
      of
      estimates - The
      preparation of consolidated financial statements in conformity with accounting
      principles generally accepted in the United States requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and disclosure of contingent assets and liabilities at the date
      of
      the consolidated financial statements and the reported amounts of revenue and
      expenses during the reporting period. Actual results could differ from those
      estimates.





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





Cash
      and Cash Equivalents - The
      Company considers all highly liquid short-term investments, with original
      maturities of three months or less, to be cash equivalents. Such cash
      equivalents generally are part of the Company’s cash management activities
      rather than part of its operating, investing, and financing activities. Changes
      in the market value of cash equivalents result in gains or losses that are
      recognized in the income statement in the period in which they
      occur.





Fixed
      assets - Fixed
      assets are stated at cost less accumulated depreciation. Depreciation is
      provided principally on the straight-line method over the estimated useful
      lives
      of the assets, which are generally 3 to 10 years. The cost of repairs and
      maintenance is charged to expense as incurred. Expenditures for property
      betterments and renewals are capitalized. Upon sale or other disposition of
      a
      depreciable asset, cost and accumulated depreciation are removed from the
      accounts and any gain or loss is reflected in other income
      (expense).







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**** **DAVISKIN,
        INC.**
 **(formerly
        MW Medical, Inc.)**
 **(A
        Development Stage Company)**




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


**(continued)**





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


(continued)





Fixed
      Assets (continued)


The
      Company periodically evaluates whether events and circumstances have occurred
      that may warrant revision of the estimated useful life of fixed assets or
      whether the remaining balance of fixed assets should be evaluated for possible
      impairment. The Company uses an estimate of the related un-discounted cash
      flows
      over the remaining life of the fixed assets in measuring their
      recoverability.





Fair
      value of financial instruments -
      Statement of Financial Accounting Standards (“SFAS”) No. 107, “Disclosure About
      Fair Value of Financial Instruments,” requires the Company to disclose, when
      reasonably attainable, the fair market values of its assets and liabilities
      which are deemed to be financial instruments. The carrying amounts and estimated
      fair values of the Company ’ s
      financial instruments approximate their fair value due to their  short-term
      nature.





Earnings
      (loss) per share - Basic
      earnings (loss) per share exclude any dilutive effects of options, warrants
      and
      convertible securities. Basic earnings (loss) per share is computed using the
      weighted-average number of outstanding common shares during the applicable
      period. Diluted earnings (loss) per share is computed using the weighted-average
      number of common and common stock equivalent shares outstanding during the
      period. Common stock equivalent shares are excluded from the computation if
      their effect is antidilutive. Stock options representing 398,800 common shares
      were excluded from the computation because the effect was antidilutive. Stock
      option are antidilutive when the results from operations are a net loss, as
      is
      the case for the for the period ended March 31, 2005 and from inception to
      March
      31, 2005, or when the exercise price of the options is greater than the average
      market price of the common stock for the period.





Income
      taxes - The
      Company accounts for its income taxes in accordance with Statement of Financial
      Accounting Standards No. 109 “Accounting for Income Taxes,” which requires
      recognition of deferred tax assets and liabilities for future tax consequences
      attributable to differences between the financial statement carrying amounts
      of
      existing assets and liabilities and their respective tax bases and tax credit
      carry-forwards. Deferred tax assets and liabilities are measured using enacted
      tax rates expected to apply to taxable income in the years in which those
      temporary differences are expected to be recovered or settled. The effect on
      deferred tax assets and liabilities of a change in tax rates is recognized
      in
      income in the period that includes the enactment date.





As
      of
      March 31, 2005, the Company has available net operating loss carryovers of
      approximately $2,000,000 that will expire in various periods through 2026.
      Such
      losses may not be fully deductible due to the significant amounts of non-cash
      service costs. The Company has established a valuation allowance for the full
      tax benefit of the operating loss carryovers due to the uncertainty regarding
      realization.





Comprehensive
      income (loss) - The
      Company has no components of other comprehensive income. Accordingly, net loss
      equals comprehensive loss for all periods.





Advertising
      costs -
      Advertising costs incurred in the normal course of operations are expensed
      as
      incurred. No advertising costs have been incurred from March 21, 2004 (date
      of
      inception) through March 31, 2005.







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**** **DAVISKIN,
        INC.**
 **(formerly
        MW Medical, Inc.)**
 **(A
        Development Stage Company)**




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


**(continued)**





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


(continued)





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





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





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





3.  RELATED
      PARTY TRANSACTIONS





The
      Company owes $200,000 to the former President of MW Medical. The note was
      originally due December 31, 2004 and carries an interest rate of 10% per annum.
      Accordingly, interest of $15,000 has been recorded. During the quarter, the
      creditor agreed to extend the due date of the note until December 31,
      2005.





4.  STOCK
      ACTIVITY





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





During
      the quarter, and in December 2004, the Company sold equity securities through
      two separate offerings without registration under the Securities Act of 1933.
      Shares purchased through the offerings were not issued until April 2005,
      however, proceeds from the sales were received prior to March 31, 2005.
      Consequently, at March 31, 2005, the Company has booked a liability of
      $2,007,291 pending the stock issuance. All of the stock purchased was
      subsequently issued in April, 2005.







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**DAVISKIN,
        INC.**
 **(formerly
        MW Medical, Inc.)**
 **(A
        Development Stage Company)**
  **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)**
 **(continued)**




5.  EQUITY
      SECURITIES OFFERINGS





In
      January of 2005, the Company commenced two separate equity securities offerings.
      The first offering, exempt
      from registration under Regulation S of the Securities Act of 1933 (“Reg.
      S
      Offering”), is targeted to Non-United States investors, and the second offering,
      exempt from registration under Rule 506 of Regulation D of the Securities Act
      of
      1933 (“Reg. D Offering”) is targeted to domestic investors. Both offerings allow
      the investor to purchase one unit, consisting of two shares of common stock
      and
      one warrant to purchase one share of common stock at $4.50, exercisable for
      24
      months. The purchase price of each unit is $6.00. The market price of the
      Company’s common stock on the date of offering was $5.25. There is no vesting
      period for the warrants; however, they are only exercisable for 24 months from
      the date of purchase. At March 31, 2005, 173,947 units had been sold from the
      Reg. S Offering and 146,751 units had been sold from the Reg. D
      Offering.





6.  RECLASSIFICATIONS





On
      the
      Statement of Cash Flows, the Company previously and erroneously classified
      notes
      payable as an operating activity. The Statement has been corrected to present
      activity relating to notes payable as a financing activity.





On
      the
      Statement of Cash Flows, the Company erroneously listed changes in certificates
      of deposit as an operating activity instead of an investing activity.
      Corrections have been made to properly present this item. Further, a
      typographical error resulted in changes in certificates of deposit being listed
      as an incorrect number. The correct amount of the change was $159,090.
      Previously, changes in certificates of deposit was listed as $59,090 as a change
      in operating activities. After the necessary corrections were made, changes
      in
      certificates of deposit are now listed as $159,090 as a change in investing
      activities. This correction had no effect on net loss or related per share
      amounts.







F-8
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**Item
      2.     Plan of
      Operation**





**Forward-Looking
      Statements**




Historical
      results and trends should not be taken as indicative of future operations.
      Management’s statements contained in this report that are not historical facts
      are forward-looking statements within the meaning of Section 27A of the
      Securities Act of 1933, as amended, and Section 21E of the Securities and
      Exchange Act of 1934 (the “Exchange Act”), as amended. Actual results may differ
      materially from those included in the forward-looking statements. The Company
      intends such forward-looking statements to be covered by the safe-harbor
      provisions for forward-looking statements contained in the Private Securities
      Litigation Reform Act of 1995, and is including this statement for purposes
      of
      complying with those safe-harbor provisions. Forward-looking statements, which
      are based on certain assumptions and describe future plans, strategies and
      expectations of the Company, are generally identifiable by use of the
      words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,”
“prospects,” or similar expressions. The Company’s ability to predict results or
      the actual effect of future plans or strategies is inherently uncertain. Factors
      which could have a material adverse affect on the operations and future
      prospects of the Company on a consolidated basis include, but are not limited
      to: changes in economic conditions, legislative/regulatory changes, availability
      of capital, interest rates, competition, and generally accepted accounting
      principles. These risks and uncertainties should be considered in evaluating
      forward-looking statements and undue reliance should not be placed on such
      statements. Further information concerning the Company and its business,
      including additional factors that could materially affect the Company’s
      financial results, is included herein and in the Company’s other filings with
      the SEC.




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




**Plan
      of Operation**





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




1.
            Development





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





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





1.
            Cleanser;


2.
            Facial
                Scrub;


3.
            Eye
                Cream;


4.
            Revitalizing
                Moisturizer;


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


6.
            Intensive
                treatment serum; and


7.
            Purifying
                Clay Mask






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





We
      have
      provided the formulator with our product profile for each of these products
      which involve a desired list of ingredients along with product features and
      benefits. We are currently in the process of evaluating and making adjustments
      to the formulations. Our goal is to create an end product that provides
      consumers with a pleasurable sensory experience, most particularly smell and
      touch, along with the anti-aging cosmetic results we plan to
      promote.





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





We
      plan
      to be through the formulation portion of the development process shortly so
      that
      we can commence testing of the products before manufacturing. Our testing will
      be conducted by the company we hire to manufacture our products. We intend
      to
      test all of the products for stability and compliance with the standards
      promulgated by the Cosmetic Toiletry Fragrance Association (“CTFA”), a
      self-regulatory organization for the cosmetic industry. This will include
      various types of tests, including product safety, preservative efficacy, package
      stability, and assay testing for all products, including over the counter
      ingredients. Testing stability involves a three month period where analysts
      are
      looking for changes in viscosity (thickness), appearance and odor at various
      temperatures to help determine shelf life, expiry dates, and other
      things.





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





2.
            Manufacture





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





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





a.
            the
                shape and size of the product
                containers;


b.
            the
                types of caps;


c.
            the
                packaging;


d.
            the
                logo and label designs; and


e.
            unit
                cartons.





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3.
            Marketing
                and Distribution




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





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





4.
      Planned Purchases of Equipment





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





5.
      Employees





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





**Assets**





Our
      total
      assets as of March 31, 2005 were $2,112,360. Our assets largely consist of
      cash
      in the amount of $1,921,750 and a certificate of deposit in the amount of
      $153,862. Our assets as of December 31, 2004, were $867,861, including cash
      and
      certificates of deposit in the combined amount of $819,082. The increase in
      our
      assets from the period ending December 31, 2004, is a result of our sales of
      additional common stock through the private placements described in Part II,
      Item 2, below.





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





**Liabilities
      and Stockholders Equity**





Our
      total
      liabilities as of March 31, 2005 were $2,296,223, consisting of (i) $63,432
      in
      accounts payable, (ii) accrued interest of $15,000, (iii) $10,500 in short
      term
      notes payable, (iv) $200,000 in notes payable to a related party, namely the
      former President of the Company, and (v) $2,007,291 funds received pending
      stock
      issuances. The
      accrued interest on the note payable to the related party is $15,000, including
      $5,000 accrued in this reporting period. The principle and interest were
      previously due December 31, 2004. However, the creditor agreed to extend the
      due
      date to December 31, 2005. We also owe $10,500 under an agreement to purchase
      furniture. This debt does not bear interest and is due in May 2005.





During
      the quarter, we received funds related to two stock offerings further described
      in Part II, Item 2, below. As a result of our internal due diligence procedures,
      the shares relating to offerings were not issued during the quarter.
      Accordingly, at March 31, 2005, we have booked a liability of $2,007,291
      described as “funds received pending stock certificate issuance” to account for
      the unissued shares. In April, 2005, the shares were subsequently
      issued.






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As
      of
      March 31, 2005, the Stockholders’ Equity was $183,863. As of December 31, 2004,
      Stockholder’s Equity was $ 128,201.
      The decrease of $312,064 during the reporting period is mainly attributable
      to
      losses incurred during the quarter, however, we sold securities that helped
      to
      reduce the decrease in Stockholder’s Equity. The sale of those securities are
      described in Part II, Item 2, below.





**Liquidity
      and Capital Resources**





On
      March
      31, 2005, we had current assets consisting of cash and certificates of deposit
      in the combined amount of $2,075,612. As of December 31, 2004, we had current
      assets consisting of cash and certificates of deposit in the combined amount
      of
      $819,082. The increase in our cash position from the period ending December
      31,
      2004, is primarily attributable to the sales of common stock in our private
      equity offering as described in Part II, Item 2, below.





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





**Off
      Balance Sheet Arrangements**





As
      of
      March 31, 2005, there were no off balance sheet arrangements.





**Going
      Concern**





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





**Revenue
      Recognition**





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





**Item
      3.     Controls and Procedures**





We
      carried out an evaluation of the effectiveness of the design and operation
      of
      our disclosure controls and procedures (as defined in Exchange Act Rules
      13a-15(e) and 15d-15(e)) as of March 31, 2005. This evaluation was carried
      out
      under the supervision and with the participation of our Chief Executive Officer
      and Chief Financial Officer. Based upon that evaluation, originally our Chief
      Executive Officer and Chief Financial Officer concluded that, as of March 31,
      2005, our disclosure controls and procedures were effective. During subsequent
      periods it was determined that certain of these items were not accurate.
      Specifically, in October 2005, our board of directors, upon the advice and
      recommendation of our accountants, determined that we should restate the
      following items contained in prior filings.





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





2.
      The
      Company erroneously recorded a prepaid consulting expense as an expense when
      it
      should have been amortized over the life of the contract. Corrections have
      been
      made to properly classify the unamortized portion of the contract as an equity
      item, since stock was issued as consideration for the






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contract,
      and remove the unamortized portion of the contract from the statement of
      operations. This correction decreased net loss and decreased Stockholders’
Equity by $114,584.





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





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





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





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





1.
            Increase
                executive scrutiny of company financial
                reporting;


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


3.
            Changed
                specific procedures on how the company captured information needed
                for
                disclosure purposes; and 4.
            Changed certain outside accounting
              contractors.




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





Limitations
      on the Effectiveness of Internal Controls





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


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**PART
      II - OTHER INFORMATION**





**Item
      1.     Legal
      Proceedings**





We
      are
      not currently a party to any material litigation and to our knowledge, no such
      proceedings are threatened or contemplated.





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





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





During
      the period we raised $1,028,685 by selling units consisting of warrants and
      shares of our common stock to four (4) foreign investors in an offering exempt
      from registration pursuant to Regulation S, promulgated under the Securities
      Act
      of 1933, as amended. Each
      unit
      sold consists of two (2) shares of our common stock and one (1) warrant to
      purchase an additional share of common stock at $4.50, exercisable for 24
      months. We paid a finder’s fee of $95,368.50 to Taro Yamakawa, a Japanese
      National, in connection with these sales. These sales were part of our ongoing
      effort to raise capital by selling one million seven hundred fifty thousand
      (1,750,000) such units to foreign investors. We anticipate completing this
      offering in the second quarter of 2005. Each purchaser represented to us that
      he
      or she was a non-US person as defined in Regulation S. We did not engage in
      a
      distribution of this offering in the United States. Each purchaser represented
      his intention to acquire the securities for investment only and not with a
      view
      toward distribution. We requested our stock transfer agent to affix appropriate
      legends to the stock certificate issued to each purchaser in accordance with
      Regulation S and the transfer agent affixed the appropriate legends. Each
      investor was given adequate access to sufficient information about us to make
      an
      informed investment decision. None of the securities were sold through an
      underwriter and accordingly, there were no underwriting discounts or commissions
      involved. Each purchaser was granted registration rights for the shares and
      warrants they purchased. As of March 31, 2005, the Company had not issued the
      shares purchased under the offering, even though funds had been received.
      Consequently, there is a liability shown on the balance sheet equal to the
      funds
      received. The shares were subsequently issued in April 2005.





During
      the period we also sold stock and warrants in an offering exempt from
      registration by reason of section 4(2) of the Securities Act of 1933, as
      amended, and Regulation D and Rule 506 promulgated thereunder. We sold a total
      of 146,751 Units to seventeen (17) accredited investors and received total
      proceeds of $880,506. No commissions were paid. Each Unit sold consists of
      two
      (2) shares of our common stock and one (1) warrant to purchase an additional
      share of common stock at $4.50, exercisable for 24 months. These sales were
      part
      of our effort to sell a maximum of 1,750,000 Units to accredited investors
      in a
      private equity offering. We anticipate completing this offering in the second
      quarter of 2005. We did not engage in any general solicitation or advertising.
      Each purchaser represented his intention to acquire the securities for
      investment only and not with a view toward distribution. We requested our stock
      transfer agent to affix appropriate legends to the stock certificate issued
      to
      each purchaser in accordance with Regulation D and the transfer agent affixed
      the appropriate legends. Each investor was given adequate access to sufficient
      information about us to make an informed investment decision. None of the
      securities were sold through an underwriter and accordingly, there were no
      underwriting discounts or commissions involved. Each purchaser was granted
      registration rights for the shares and warrants they purchased. As of March
      31,
      2005, the Company had not issued the shares purchased under the offering, even
      though funds had been received. Consequently, there is a liability shown on
      the
      balance sheet equal to the funds received. The shares were subsequently issued
      in April 2005.





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





**Item
      3.     Defaults upon Senior
      Securities**





None.





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





None.





**Item
      5.     Other
      Information**





See
      Part
      II, Item 2, above.





**Item
      6.      Exhibits**





**Exhibit
                Number**
            **Description
                of Exhibit****31.1**
            Certification
                of Chief Executive Officer pursuant to 18
                U.S.C. Section 1350, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002**31.2**
            Certification
                of Chief Financial Officer pursuant to 18
                U.S.C. Section 1350, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002**32.1**
            Certification
                of Chief Executive Officer pursuant to 18
                U.S.C. Section 1350, as adopted pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002





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**SIGNATURES**





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





**Davi
                Skin, Inc.**Date:
            March
                2, 2006By:       /s/
                Joseph Spellman
              **Joseph
                Spellman**
              Title:**Chief
                Executive Officer**