UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-QSB/A

(Amendment No.1)

x	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2006

o	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

For 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 Avenue, Suite B130 Marina Del Rey, CA 90292

(Address of principal executive offices)

310-827-0800

(Issuer’s telephone number)

301 North Canon Drive, Suite 207,

Beverly Hills, California 90210

(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days x Yes 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: 12,115,820 common shares as of June 30, 2006.

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

EXPLANATORY NOTE

DaviSkin, Inc. (the “Company”) is filing this amendment to Form 10-QSB (the “Amendment”) for the fiscal quarter ended June 30, 2006, as filed with the Securities and Exchange Commission on August 8, 2006 (the “Original Filing”). The purpose of filing this Amendment is to amend Part I, Item 1 “Financial Information” to include a revised Condensed Consolidated Balance Sheets, Statements of Operations, Statements of Cash Flows and Notes to the Financial Information and to include corresponding revisions to Part I, Item 2 Management’s Discussion and Analysis or Plan of Operation. This Amendment does not update any disclosures in the Original Filing. Pursuant to Rule 12b-15 of the Exchange Act, as a result of this Amendment, the certifications filed pursuant to the Sarbanes-Oxley Act of 2002, included exhibits to the Original Filing, have been amended, restated, re-executed and re-filed as of the date of this Amendment and are included as listed below.

Except as set forth above, no other changes have been made to the Original Filing and this Form 10-QSB/A does not amend, update or change any other items or disclosures in the Original Filing.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

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

(a) Balance Sheet as of June 30, 2006 and December 31, 2005.

(b) Statements of Operations for the three and six month periods ended June 30, 2006 and 2005, and from inception;

(d) Notes to Financial Statements.

These unaudited consolidated 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 normally recurring adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended June 30, 2006 are not necessarily indicative of the results that can be expected for the full year.

Item 1. Financial Statements

Balance Sheet as of June 30, 2006 and December 31, 2005

DAVI SKIN, Inc.

(formerly MW Medical, Inc.)

(A Developmental Stage Company)

BALANCE SHEETS



	Jun 30, ‘06		Dec 31, ‘05
ASSETS	(Unaudited)
Current Assets
Cash	17,238		3,616
Certificate of Deposit	2,534,369		1,698,956
Accounts Receivable	—		6,000
Prepaid Expenses	2,025		7,025

TOTAL CURRENT ASSETS	2,553,632		1,715,597

Fixed Assets net of Depreciation of $17,807 and $925	16,477		48,119

Other Assets
Deposits	44,530		11,505

TOTAL ASSETS	2,614,639		1,775,221

LIABILITIES AND STOCKHOLDERS EQUITY
Current Liabilities
Accounts Payable	89,833		67,802
Notes payable - related parties	240,000		230,000
Leasehold Improvement Allowance	10,000		—

TOTAL CURRENT LIABILITIES	339,833		297,802

Stockholders Equity
Preferred Stock
Common Stock	12,100		11,533
APIC	10,295,095		6,699,713
Prepaid Consulting Expense	(45,834	)	(68,750	)
Retained Earnings	(7,986,555	)	(5,165,077	)

TOTAL STOCKHOLDERS EQUITY	2,274,806		1,477,419

TOTAL LIABILITIES & STOCKHOLDERS EQUITY	2,614,639		1,775,221

See notes to financial statements.

Statement of Operations

DAVI SKIN, Inc.

(formerly MW Medical, Inc.)

(A Developmental Stage Company)

STATEMENTS OF OPERATIONS

(Unaudited)

									From Date
							6 Months		of Inception
	3 Months		6 Months		3 Months		Ended		March 24, 2004
	Ended		Ended		Ended		June,		through June
	June, 2006		June, 2006		June, 2005		2005		30, 2006

Revenues	—		25,000		—		—		25,000
Cost of Revenues
Gross Profit (Loss)	—		25,000		—		—		25,000
Operating Expenses
Selling, Admin & General	197,224		436,070		138,539		269,221		1,874,068
Depreciation	5,947		10,969		3,360		6,015		29,703
Consulting Fees	92,574		122,277		77,166		227,102		122,277
Employee Option Expenses	241,805		2,099,949		—		—		5,403,553
Professional Fees	140,275		166,817		27,352		74,077		383,267
Total Operating Expenses	677,826		2,836,083		246,417		576,415		7,812,,868

(Loss) from Operations	(677,826	)	(2,811,083	)	(246,417	)	(576,415	)	(7,787,869	)

Other Income (Expense)
Interest Expense	(5,000	)	(10,000	)	(5,005	)	(10,005	)	(40,005	)
Interest Income	22,920		37,678		8,850		10,326		77,446
Loss on Sale/Disposition of Assets	(38,075	)	(38,075	)	—		—		(38,075	)
Total other income (Expense)	(20,155	)	(10,397	)	3,845		321		(634	)

Net (Loss)	(697,981	)	(2,821,480	)	(242,572	)	(576,094	)	(7,788,503	)

Basic & Diluted (loss) per common share	(0.06	)	(0.24	)	(0.02	)	(0.05	)
					��
Basic and diluted weighted average common shares outstanding	12,115,820		11,841,931		11,303,392		10,969,483

See notes to financial statements.

Statement of Cash Flows

DAVI SKIN, Inc.

(formerly MW Medical, Inc.)

(A Developmental Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)

					From date of inception
					21-Mar-04
	6 months ended		6 months ended		through
	June, 30 2006		June, 30 2005		June, 30 2006
Operating Activites

Net (Loss)	(2,821,480	)	(576,415	)	(7,788,507	)
Adjustments to reconclie net (loss) to net cash used in operating activities :					—

Cash used in operating activities
Prepaid consulting expense			22,916		45,834
Stock based compensation & expenses	2,122,865		8,595		5,348,955
Depreciation and amortization	10,969		6,015		29,702
Accrued Interest	10,000		10,000		40,000
Loss from disposition of fixed assets	38,075				38,609

Changes in Operating Assets and Liabilities
Prepaid Expenses	5,000		9,375		(2,025	)
Deposits	(33,025	)			(44,530	)
Accounts Payable	22,031		32,170		89,834
Accounts Receivable	6,000				—

Net Cash used by Operating Activities	(639,565	)	(487,344	)	(2,242,128	)


Investing Activities

Cash flow from investing activities
Change in certificate of deposit	(835,413	)	(1,724,760	)	(2,534,369	)
Purchase of Fixed Assets	(7,401	)	(14,800	)	(87,899	)
sale of fixed assets	—		—		1,739

Net cash used by Financing activities	(842,814	)	(1,739,560	)	(2,620,529	)

Financing Activities	—

Cash flows from financing activities
Proceeds from stock transactions	1,496,000		1,859,504		4,679,890
notes payable related party	—		—		200,000
Short term note payable	—		(10,500	)	—

Net cash provided by investing activities	1,496,000		1,849,004		4,879,890

Net change in cash and cash equivalents	13,621		(377,900	)	17,238
Cash at beginning of period	3,617		506,131		—
Cash at end of period	17,238		128,231		17,238

See notes to financial statements.

Notes to Financial Statements

NOTES TO FINANCIAL STATEMENTS (Unaudited)

1. BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of DaviSkin, 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, 2005.

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

In the opinion of management, all normally recurring adjustments necessary to present fairly the financial position as of June 30, 2006 and the results of operations, 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.

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

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

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 $7,986,555 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.

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 anti-dilutive. Stock option are anti-dilutive when the results from operations are a net loss, as is the case for the for the period ended June 30, 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 the period that includes the enactment date.

As of June 30, 2006, the Company has available net operating loss carryovers of approximately $7,986,555 that will expire in various periods through 2024. Such losses may not be fully deductible due to the significant amounts of non-cash service costs. The Company has established a valuation allowance for the full tax benefit of the operating loss carryovers due to the uncertainty regarding realization.

Advertising costs. Advertising costs incurred in the normal course of operations are expensed as incurred. No advertising costs have been incurred from March 21, 2004 (date of inception) through June 30, 2006.

Stock-based compensation - The Company applies Financial Accounting Standard 123R, “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.

The Board of Directors administers the Company’s stock option plan which provides for the granting of rights to purchase shares to the Company’s directors (including non-employee directors), executive officers, key employees, and outside consultants. The Board of Directors sets the vesting period and exercise price per issuance basis as determined by the purpose of the individual issuance.

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 will vest as follows: 250,000 shares upon execution of the Agreement; 500,000 shares on March 1, 2006; and 250,000 shares on each March 1, and June 1, 2006. The estimated fair value of the Stock Options have been determined using Black-Scholes option pricing model using the following assumptions:

exercise price of		$0.25
closing stock price on date of the Agreement of		$3.50
historical 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 totaled $4,102,537, which will be expensed over the vesting period. Through the period ended June 30, 2006, we recorded an expense related to the Stock Options totalling $4,102,537.

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 will 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. Certain conditions, for example the raising of capital, could trigger acceleration of vesting in

the future. None of these conditions were met at June 30, 2006. The estimated fair value of the Stock Options have been determined using Black-Scholes option pricing model using the following assumptions:

exercise price of		$1.00
closing stock price on date of the Agreement of		$1.01
historical stock price volatility of		59%
risk free interest rate of		5.0%
dividend yield of		0% and 3 year term.

The estimated fair value of the Stock Options totaled $272,824, which will be expensed over the vesting period. Through the period ended June 30, 2006, we recorded an expense related to the Stock Options totalling $7,374.

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.

3. RELATED PARTY TRANSACTIONS

The Company allegedly owes $200,000 to the former President of MW Medical. The note allegedly evidencing this obligation was originally due December 31, 2004 and carries an interest rate of 10% per annum. Accordingly, interest of $40,000 has been recorded. The maturity date of the note was originally extended to December 31, 2005, but the obligations purportedly evidenced by the note have not been paid by the Company. Therefore, if valid, the note is currently in default. The ownership of the note is the subject of a lawsuit filed in federal court; however, the Company is not named as a party to the lawsuit. While the Company does report the liability on its balance sheet, it should be noted that the Company does not possess and has not received documentation establishing the note’s validity. The company reserves its rights to cancel the note and any obligations that may exist thereunder, including principal and any accrued interest if it cannot be established that the note survived the bankruptcy proceeding of MW Medical.

4. STOCK ACTIVITY

On March 27, 2006, The Company closed a Stock Purchase Agreement with Artist House Holdings, Inc. Under the Stock Purchase Agreement, Artist House has agreed to purchase 283,333 of our “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 $1,700,000 less $204,000 in fees for a net of 1,496,000 in cash; an effective price of $3.00 per share. Under the terms of the agreement, The Company must file a registration statement for the 566,667 shares of common stock within the requisite 45-day window required under the Stock Purchase Agreement. Failure to file this registration statement will cause the Company to incur a late fee of 1,000 shares per day to be issued to Artist House. The Company filed the registration statement but did not pursue the registration process following a review by the SEC.

No late fees have been accrued as Management does not believe that any late fees are due. Artist House has filed a lawsuit around the investment (see note 6).

The warrants issued in the above mentioned investment 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		283,333
Stock price at grant date		$ 1.50
Exercise price		$ 4.50
Term		24 months
Volatility		173%
Annual rate of quarterly dividends		0.00%
Discount Rate-Bond Equivalent Yield		3.50%

5. EQUITY SECURITIES OFFERINGS

There are currently no active equity offerings from The Company.

6. LEGAL PROCEEDINGS

Other than as described below, we are not aware of any pending or threatened legal proceeding that are adverse to us or have a material interest adverse to us.

On May 4, 2006, we received a letter from Mr. Jeremy T. Glantz, then-legal counsel representing Artist House Holdings, Inc. (“Artist House”) in which Artist House purportedly terminated that certain Stock Purchase Agreement, dated as of March 27, 2006, to which we and Artist House are parties (the “SPA”) and demanded unconditional return of $1.7 million, representing Artist House’s purchase price under the SPA for 566,667 shares of our common stock plus warrants exerciseable into 283,333 shares of our common stock. In this demand letter, Artist House alleged that we have 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 Mr. David G. LeGrand, newly-engaged counsel representing Artist House, demanding rescission of the SPA, based on the following claims and allegations: (a) breach of warranty that officers’ salaries had not been increased since January 1, 2006, or breach of covenant not to increase officers’ salaries following the date of the SPA; (b) breach of covenant to expand the Board of Directors of the Company to include the Artist House Candidates (as defined below); (c) breach of covenant to designate Artist House as the Company’s licensing agent in Japan; (d) breach of covenant to modify the stock option agreement of the Company’s chief executive officer, Joseph Spellman; (e) breach of covenant to discontinue and terminate the Company’ credit card; (f) breach of covenant to hold $1,700,000 in investment proceeds of Artist House in a separate account; (g) breach of covenant to obtain directors and officers liability insurance; (h) breach of covenant by shareholders Carlo Mondavi and Josh LeVine to execute and deliver a shareholders agreement; (i) breach of covenant by Timothy Mondavi to join the Board of Directors of the Company; (j) use by the Company of an unlicensed broker to raise investment proceeds that were the subject of the SPA; and (k) breach of agreement regarding deferral of officers’ salaries. On 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 in connection with this matter. Although notified of the filing, the Company has yet to be served. The company intends to defend itself vigorously.

An action entitled Tohid Naeem vs. Carlo Mondavi, Timothy Mondavi, Davi Skin, Inc. et. al., Los Angeles Superior Court Case No. BC355913 was filed on July 25, 2006, and to our knowledge has not yet been served on the Company or the individual defendants. Our counsel learned of this filing from published reports of case filings and has reviewed the complaint. The complaint alleges that sometime before the formation of Davi Skin, Inc., Carlo Mondavi and his father Timothy Mondavi orally agreed with plaintiff to form a joint venture and that, in consideration for plaintiff’s providing certain undefined services to the joint venture, plaintiff would own 48% of a company to be formed by the joint venture, which was ultimately Davi Skin, Inc. Plaintiff pleads damages of not less than One Million Dollars ($1,000,000) and, in a claim for “account stated”, further contends that he is owed $125,000 as the balance due for efforts undertaken prior to the incorporation of Davi Skin, Inc. Since there are no written documents or agreements that have been submitted to support the contract claims asserted, we cannot fully evaluate the claims without further formal discovery. We do not believe, however, that the claims are meritorious and dispute the underlying facts alleged.

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. At this time, management does not believe that the note and its rights were assigned under proper conditions and until this matter is resolved, management does not believe it is obligated to grant the conversion. The matter remains under investigation.

The financial statements do not reflect any adjustments that could result from an unfavorable outcome. The likelihood of an unfavorable outcome and the range of loss, if any, could not be determined by management.

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. 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, which are based on certain assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words ”believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” “prospects,” or similar expressions. 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 the operations and our 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 be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Further information concerning our business, including additional factors that could materially affect our financial results, are included in this discussion and in our other filings with the Securities and Exchange Commission.

Plan of Operation

We were incorporated on December 4, 1997, as MW Medical, originally a wholly owned subsidiary of Dynamic Associates, Inc. On June 21, 2004, we completed and closed a Plan of Merger and Reorganization Agreement (“Merger”) with Davi Skin, Inc., an unrelated, privately-held Nevada corporation. That business was founded by the chairman of our board of directors, Mr. Carlo Mondavi, in March of 2003 with his vision of creating an all-natural grape-based luxury skin care line.

As a result of the merger, our primary business has been the establishment and development of a natural grape-based skin care line. Our plan has been to develop, manufacture and market a line of skin care products in the luxury segment of the skin care product market. The development of the product line and its related packaging is now complete. The Company will initially be selling nine (9) different products, 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 will be available for our retail launch which is currently scheduled to take place in October 2006.

The Company has engaged Paul Wilmot Communications (“Wilmot”) to handle our marketing, promotional and public relations activities. The relationship with Wilmot and the Company’s ability to leverage our Board Chairman’s visible and respected Mondavi name, have generated significant public relations and marketing exposure and events for the Company and the Davi brand. Davi is scheduled to be prominently featured this fall in the Conde Nast publication Men’s Vogue and potentially other nationally recognized beauty magazines. All of these events and activities shall coincide with our upcoming product launch.

Skin Care Line

Planting techniques at select vineyards that we utilize exclusively, produce deeper vines with a lower yield of grapes per vine. After processing, these grapes yield higher concentrations of minerals, vitamins, and nutrients than grapes from other vineyards. Many of the minerals, vitamins and nutrients are found in a by-product of the wine making process called the pomace. Additionally, the uniquely long maceration process to which these grapes are subjected yield polyphenols in relatively high quantity. Polyphenols are the free radical scavengers that, among other things, help to protect collagen and elastin fibers and prevent the destruction of hyaluronic acid in the skin. Management believes that the use of this pomace among other unique ingredients will allow for the creation of a skincare line that can help fight the visible signs of premature aging.

a. The Skin Care Market

The skin care market can be divided into four distinct segments: (a) Luxury; (b) Prestige; (c) Masstige; and (d) Mass. The following is a brief discussion of each of these segments.

Luxury

The luxury segment of the skin care market involves high-end products, sold in department stores such as Bergdorf-Goodman, Neiman Marcus, Barneys and Saks Fifth Avenue. Skin crème products in this market segment will generally be priced over $150. Examples of product lines sold in these markets, include La Prairie, Sisley, Crème de la Mer and Aqua di parma. We are planning to position our products in this market.

Prestige

The prestige segment of the skin care market involves quality products, sold in wide distribution through department stores, brand stores and specialty stores such as Sephora and Ultra. Examples of product lines sold in these markets include Lancôme, Estee Lauder, L’Occitane and Caudalie.

Masstige

The masstige segment of the skin care market involves discounted products sold primarily in drug stores, high-end discount stores such as Target and Kohl’s and select department stores. Direct sales distributions are also often considered to involve masstige product sales. Skin crème products in this market segment are generally priced below the prestige segment, but higher than the mass segment. This market segment is identified by a higher perceived brand image based on quality, effectiveness and style, and includes product lines such as Neutrogena, L’Oreal and Olay.

Mass

The mass segment of the skin care market involves products sold in grocery and drug stores. These products are generally priced at the lower end of market and this segment of the market includes product lines such as Dove, Herbal Essence, and Aveeno.

b. Development of Skin Care Products

Product

We have completed development of and have a contract with a manufacturer of skin care products to produce a series of skin crème products, including the following:

Women’s Line

Face Cream (Le Grand Cru) - 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;

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

Skin Cleanser – A gentle, luxurious creamy product designed to cleanse and condition at the same time;

Misting / Toning Spray – A super hydrating mist, formulated to tone, hydrate and refresh dull complexion.

Men’s Line

Face Cream (Le Grand Cru) - 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;

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

Shave Cream - A luxurious shave cream designed to provide an extraordinarily close yet comfortable shave;

After Shave Tonic - An aftershave elixir /tonic used to soothe freshly shaved skin, reduce irritation and provide moisturizing properties;

Exfoliating Cleanser –Infused with crushed grape seeds this product is designed to cleanse, exfoliate and condition in the same time.

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

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

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.

Manufacture

Initial production has begun, and we have received a commercial batch of each product, bottle and package for final approval. Additionally, the Company has completed the process of choosing all the peripheral items involved in the manufacturing and marketing process, including:

i. the shape and size of the product containers;

ii. the types of caps;

iii. the packaging;

iv. the logo and label designs; and

v. unit cartons.

c. Marketing and Distribution

The Company has recently conducted detailed discussions with a major retailer regarding distribution of Davi products. We are in the process of defining the launch schedule and the promotional events that will surround it. We expect our products to be available over the counter in Fall, 2006, although a definitive launch date has yet to be determined.

d. Competition

Among all the brands found in this industry, we consider our closest competitor to be Caudalie. Caudalie is a French spa and skincare line that reflects our product concept and closely resembles our proposed product line. The creators behind Caudalie are wine makers with a family vineyard located in the wine region of France. The concept of the Caudalie product line, like ours, is an extrapolation on the benefits of the antioxidants and polyphenols found mainly in grape seeds. The advantage of Caudalie over our proposed product in the marketplace at this time is two fold: (a) they have been on the market for over a decade and have grown to be a global brand with distribution outlets all over the

world; and (b) they serve a larger target audience with a lower price point than we anticipate.

The prime difference between Caudalie and our proposed product line is expected to be based on the market segment and quality of ingredients that will be included in our products. Unlike Caudalie, who is segmented in the prestige market, we expect our product line to be sold in the luxury market. Further, our brand will use only the highest quality ingredients available, including wine extract, producing a highly concentrated preparation of antioxidant polyphenols. We have also created our own proprietary bio-delivery complex that encapsulates a variety of selected antioxidant ingredients to be effectively delivered directly to the skin without compromising their integrity. We are also using our own uniquely innovative raw materials derived from the wine making process as opposed to only using commercially available raw materials. Our product line will also be packaged in high quality containers with inviting labels, versus the lesser quality plastic tubes and bottles used by Caudalie.

Other brands with similar lifestyle stories include SKII, Creme de la Mer and L’Occitane. These brands share the theme of being derived from nature and generally having a named or unnamed individual who was inspired by the benefits of certain raw materials. For example, the secret formula behind SKII is their “Pitera”, a yeast extract discovered by a monk who noticed the wonderfully youthful hands of workers who make Sake. These brands have revealed their stories and their inspirations by creating product lines where customers are invited to share in their innovations.

Licensing Agent

In order to further our success and to leverage our Board Chairman’s 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 one-third (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.

We received a one-time $25,000 signing bonus for the successful negotiation and execution of the Constellation licensing arrangement. Per the terms of the agreement, we do not expect significant revenues from this agreement to begin until the first quarter of 2007.

Under the terms of the investment from Artist House, Artist House became a licensee of Davi to help market and distribute our products in Japan. Under the terms of the agreement, Artist House is obligated to facilitate the terms and conditions of any agreements with Davi. In exchange, Davi would compensate Artist House with a revenue share of one-third (33 -1/3%) of the gross revenues collected in any agreement we establish with Artist House. As has been previously disclosed, Artist House has made demand upon us to rescind their investment in the Company, which, among other things, would terminate Artist House’s obligation to act as our licensee for marketing and distribution in Japan. Failure to have a licensee in Japan could have an adverse impact on our ability to penetrate the Japanese consumer retail market and to promote our product in Japan.

Management has learned that certain parties have applied for our trademark in Japan, and believes

those parties are obligated to transfer that trademark to us. We have begun that process. Failure to recapture this trademark could have a material impact on our financial performance.

a. Business Development

As part of our effort to generate revenue from licensing intellectual property, we are seeking opportunities to acquire small companies in related businesses. Any acquisition we enter into at this point is expected to bring new capital and new opportunities with it; thereby offsetting our current corporate overhead and maximizing our ability to pursue future opportunities.

b. Sub-Agencies

We previously entered into a Stock Purchase Agreement with Artist House Holdings, Inc. in which Artist House invested an additional $1,700,000 into our stock and we received a net amount of $1,496,000 after payment of a finder’s fee. In that agreement, we have agreed that Artist House Holdings, Inc. would be our licensing agent in Japan. In this way we expect to create a more global presence and thereby generate additional revenues. As has been previously disclosed, Artist House has made demand upon us to rescind their investment in the Company, which, among other things, would terminate Artist House’s obligation to act as our licensee for marketing and distribution in Japan. Failure to have a licensee in Japan could have an adverse impact on our ability to penetrate the Japanese consumer retail market and to promote our product in Japan.

c. Competition

Competition for our proposed new venture of housing various luxury brands under one parent company are Louis Vuitton, Moet Hennesey and Gucci Group. These competitors focus mainly on brands that tend to complement their already existing line of business, while we are intending to focus on luxury brands in all areas of daily living. We feel that there are numerous companies that are available for acquisition or partnering who would ultimately be considered too small for our competition to acquire. We anticipate that such acquisitions will complement our licensing efforts related to the Mondavi and Davi names.

Planned Purchases of Equipment

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

Employees

On June 8, 2006, the Company appointed Theodore Lanes as our Chief Financial Officer. Mr. Lanes had been acting in a consulting capacity for the prior two (2) months. The final compensation package for Mr. Lanes was filed as an exhibit to the Form 8-K that was filed by us to announce his appointment.

We currently have only one part-time administrative employee and four officers on our payroll. The majority of our administrative requirements are handled by outside sources. Our employees are not represented by labor unions or collective bargaining agreements. Our key employees are Mr. Carlo Mondavi, founder and chairman of our board of directors, Mr. Joshua LeVine, co-founder, executive vice president and creative director, Mr. Joe Spellman, our president and Chief Executive Officer, and Mr. Ted Lanes, our Chief Financial Officer.

Executive Advisory Board

Our board of directors has created a blue ribbon Executive Advisory Board, assembled to assist our officers in making certain high level planning decisions. While the members of the Executive Advisory Board have no authority over our business operations, the board anticipates that their input will provide great value to our executives in their decision making process. This advisory board includes the following persons along with a brief description of their business background:

Robert G. Mondavi is the Founder and Chairman Emeritus of Robert Mondavi Winery. At the age of 93, Mr. Mondavi is a global emissary of American food and wine. He is also currently active as a major benefactor of cultural and educational institutions, including Copia, an American center for Wine Food and the Arts; and the University of California at Davis, establishing the Robert Mondavi Institute for Wine and Food Science.

Timothy J. Mondavi is the Vice Chairman and Winegrower for Robert Mondavi Winery. In this role, Mr. Mondavi leads the winegrowing team at the winery in setting the style and vision for every wine made. Mr. Mondavi graduated from the University of California at Davis in 1974.

Jean-Marc Benet grew up in the beauty industry. His father, Andre Benet, was the founder of Decleor, a Paris-based botanical professional skincare company. The Benet Family acquired Darphin, which at the time has a small skincare line based on aromatherapy and natural plant extracts. Over the last decade, the Bene family has grown Darphin to a full professional and retail skincare line with over 90 products. Today we are dedicated to the development, manufacturing and marketing of prestige skin care and makeup products. Under the guidance of Jean-Marc Benet and his family, Darphin has grown from $500,000 in annual sales to in excess of $50,000,000 in annual sales and is currently sold in over 60 countries around the world. Estee Lauder acquired Darphin in 2003. Jean-Marc has remained on as General Manager for Darphin USA.

Jerry LeVine is a partner with Grobstein, Horwath & Company LLP. He is a Certified Public Accountant with more than 30 years experience. Mr. LeVine specializes in providing accounting and auditing services to both private and publicly held companies. Mr. LeVine is a graduate from California State University, Northridge and is a member of the AICPA and the California Society of Certified Public Accountants.

R. Michael Mondavi resigned from our Advisory board in June 2006 to pursue other interests.

Assets

Our total assets as of June 30, 2006 were $2,614,639. Our assets largely consist of cash in the amount of $17,236 and certificates of deposit in the amount of $2,534,369. Our total assets as of June 30, 2005, were $2,214,132, including cash and certificates of deposit in the combined amount of $2,165,943. The increase in our assets for the period ending June 30, 2006, is a result of our sales of additional common stock through the private placements.

Liabilities and Stockholders Deficit

Our total liabilities as of June 30, 2006 were $339,833. Our liabilities consisted of (i) accounts payable in the amount of $89,833, and (ii) $240,000 in convertible notes payable to a related party, namely our former President. The accrued interest on the note payable is $40,000, including $5,000 accrued in the 3 months ended June 30, 2006. The note was originally issued in March of 2003. It came due, after extensions, on December 31, 2005 and remains unpaid.

As previously noted, the Company allegedly owes $200,000 to the former President of MW Medical. The note allegedly evidencing this obligation was originally due December 31, 2004 and carries an interest rate of 10% per annum. Accordingly, interest of $40,000 has been recorded. The maturity date of the note was originally extended to December 31, 2005, but the obligations purportedly evidenced by the note have not been paid by the Company. Therefore, if valid, the note is currently in default. The ownership of the note is the subject of a lawsuit filed in federal court; however, the Company is not named as a party to the lawsuit. While the Company does report the liability on its balance sheet, it should be noted that the Company does not possess and has not received documentation establishing the note’s validity. The company reserves its rights to cancel the note and any obligations that may exist thereunder, including principal and any accrued interest if it cannot be established that the note survived the bankruptcy proceeding of MW Medical.

Liquidity and Capital Resources

As of June 30, 2006, we had total current assets consisting of cash and certificates of deposit in the combined amount of $2,614,639. The increase in our net cash position from the period ending December 31, 2005, is primarily attributable to the sales of common stock in our private equity offering.

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 launch, promotion and advertising.

Off Balance Sheet Arrangements

As of June 30, 2006, 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 unaudited consolidated financial statements do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

Critical Accounting Policies

In December 2001, the SEC requested that all registrants list their three to five 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. Revenues are recognized when services are rendered and/or delivered. Costs and expenses are recognized during the period in which they are incurred.

Stock-based compensation – The Company applies Financial Accounting Standard 123R, “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.

Our Board of Directors administers our stock option plan which provides for the granting of rights to

purchase shares to our directors (including non-employee directors), executive officers, key employees, and outside consultants. Our Board of Directors sets the vesting period and exercise price per issuance basis as determined by the purpose of the individual issuance.

On November 1, 2005, we entered into an employment agreement (“Agreement”) with our President and Chief Executive Officer. 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 will vest as follows: 250,000 shares upon execution of the Agreement; 500,000 shares on March 1, 2006; and 250,000 shares on each March 1, and June 1, 2006. The estimated fair value of the Stock Options have been determined using Black-Scholes option pricing model using the following assumptions:

exercise price of		$0.25
closing stock price on date of the Agreement of		$3.50
historical 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 totaled $4,102,537, which through the period ended June 30, 2006, has been completely expensed.

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 will 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. . Certain conditions, for example the raising of capital, could trigger acceleration of vesting in the future. None of these conditions were met at June 30, 2006. The estimated fair value of the Stock Options have been determined using Black-Scholes option pricing model using the following assumptions:

exercise price of		$1.00
closing stock price on date of the Agreement of		$1.01
historical stock price volatility of		59%
risk free interest rate of		5.00%
dividend yield of		0% and 3 year term.

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. 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.

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). We periodically evaluate 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. We use 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 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.

Recently Issued Accounting Pronouncements

In May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections,” which replaces APB Opinion No. 20 and FASB Statement No. 3. This pronouncement applies to all voluntary changes in accounting principle, and revises the requirements for accounting for and reporting a change in accounting principle. SFAS No. 154 requires retrospective application to prior periods’ financial statements of a voluntary change in accounting principle, unless it is impracticable to do so. This pronouncement also requires that a change in the method of depreciation, amortization, or depletion for long-lived, non-financial assets be accounted for as a change in accounting estimate that is affected by a change in accounting principle. SFAS No. 154 retains many provisions of APB Opinion 20 without change, including those related to reporting a change in accounting estimate, a change in the reporting entity, and correction of an error. The pronouncement also carries forward the provisions of SFAS No. 3 which govern reporting accounting changes in interim financial statements. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Statement does not change the transition provisions of any existing accounting pronouncements, including those that are in a transition phase as of the effective date of SFAS No. 154.

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.

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.

Management does not believe that SFAS No. 154 and No. 155 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.

Item 3. Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2006. This evaluation was carried out under the supervision and with the participation of our President and Chief Executive Officer, Mr. Joseph Spellman, and our Chief Financial Officer, Mr. Theodore Lanes. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2006, our disclosure controls and procedures are effective. There have been no significant changes in our internal controls over financial reporting during the quarter ended June 30, 2006 that have materially affected or are reasonably likely to materially affect such controls.

Disc losure 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 President and 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 our operations 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 our 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.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

Other than as described below, we are not aware of any pending or threatened legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

joint venture, which was ultimately Davi Skin, Inc. Plaintiff pleads damages of not less than One Million Dollars ($1,000,000) and, in a claim for “account stated”, further contends that he is owed $125,000 as the balance due for efforts undertaken prior to the incorporation of Davi Skin, Inc. Since there are no written documents or agreements that have been submitted to support the contract claims asserted, we cannot fully evaluate the claims without further formal discovery. We do not believe, however, that the claims are meritorious and dispute the underlying facts alleged.

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

None

Item 3. Defaults upon Senior Securities

None

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

We provided notice to the shareholders of the Company regarding the annual meeting of the Company, scheduled for July 19, 2006, the purpose of which was to vote on the nomination of four individuals to the Board of Directors of the Company. The candidates for the Board of Directors included three Artist House nominees, Messrs. Taro Yamakawa, Takashi Kusube and Yuzuru Kawabata (the “Artist House Candidates”), whose nominations were required under the SPA. According to Artist House’s counsel, the Artist House Candidates declined their nominations and will not stand for election to the Board of Directors of the Company. As a result of the decision of the Artist House Candidates to withdraw as nominees to the Company’s Board of Directors, the Company cancelled the annual meeting of the shareholders and will provide notice as appropriate when the annual meeting of the shareholders is rescheduled.

Item 5. Other Information

On April 18, 2006, Ms. Margaret Robley resigned as our Chief Financial Officer. There was no known disagreement with Ms. Robley on any matter relating to our operations, policies or practices. Effective as of June 8, 2006, Mr. Theodore Lanes was appointed our Chief Financial Officer.

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 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

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.

	Joseph Spellman

Date:	August 15, 2006


	By:	/s/ Joseph Spellman
		Joseph Spellman
	Title:	Chief Executive Officer


	By:	/s/ Theodore Lanes
		Theodore Lanes
	Title:	Chief Financial Officer

PART I – FINANCIAL INFORMATION

Item 1:	Financial Statements

Item 2:	Plan of Operation

Item 3:	Controls and Procedures

PART II – OTHER INFORMATION

Item 1:	Legal Proceedings

Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds

Item 3:	Defaults Upon Senior Securities

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

Item 5:	Other Information

Item 6:	Exhibits

Davi Skin Inactive 10-Q/A2006 Q2 Quarterly report (amended)

SIGNATURES