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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-KSB

 [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

                     For the fiscal year ended June 30, 2006

                                       OR

 [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

           For the transition period from ____________ to ____________

                        Commission file number: 000-50292

                                 MM2 GROUP, INC.
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             (Exact name of registrant as specified in its charter)

New Jersey                                                       20-2554835
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(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

750 Route 34
Matawan, NJ                                                        07747
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(Address of Principal Executive Offices)                        (Zip Code)

Registrant's Telephone Number, Including Area Code:  (732) 441-7700

The former name of the registrant was Wien Group, Inc. The former address of the
registrant was 525 Washington Blvd., Jersey City, New Jersey, 07310

Securities registered under Section 12(b) of the Exchange Act: None.
Securities registered under Section 12(g) of the Exchange Act: Class A common,
no par value

Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. [ ]

Indicate by check mark whether the registrant (1) has 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  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. YES [X] NO [ ]

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Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES [ ] NO [X]

As of October 5, 2006, the Registrant had 140,327,016 shares of Class A Common
Stock, no par value per share, outstanding. The aggregate market value of the
voting stock held by non-affiliates as of that date based upon the average bid
and ask prices on that date was $1,210,915.

As of October 5, 2006, the Registrant had 10,000,000 shares of Class B Common
Stock, no par value per share, outstanding.

Transitional Small Business Disclosure Format (check one).  YES [ ] NO [X]
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                                     PART I

Item 1.  Description of business                                              4
Item 2.  Description of property                                             16
Item 3.  Legal proceedings                                                   16

                                     PART II

Item 5.  Market for common equity and related stockholder matters.           17
Item 6.  Management's discussion and analysis or plan of operations.         17
Item 7.  Financial statements                                                20
Item 8A. Controls & Procedures                                               20

                                    PART III

Item 9.  Directors, executive officers, promoters and control persons,
         compliance with Section 16(a) of the Exchange Act                   22
Item 10. Executive compensation.                                             25
Item 11. Security ownership of certain beneficial owners and management      26
Item 12. Certain relationships and related transactions                      27
Item 13. Exhibits                                                            27
Item 14. Principal Accountant Fees and Services                              29
















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                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS BACKGROUND

     MM2 Group, Inc. ("MM2", or the "Company"), was incorporated in New York on
March 18, 1968 under the name John DeNegris Associates, Inc. In 1974, John
DeNegris Associates, Inc. changed its name to Wien Group, Inc. ("Wien (NY)").
Wien (NY) conducted a public relations business and traded in the public market
until December 1991 when the corporation ceased operations. Wien (NY) remained
inactive until September 1998 when it reacquired its good standing status with
the State of New York. Wien (NY) did not conduct any business prior to July
2001, at which time it initiated its business of providing corporate financial
advisory services to small and emerging companies that require advisory services
to continue their growth within their respective industries. Wien (NY) primarily
focused on the manufacturing, retail, music & entertainment, and health care
industries. These services include: general corporate finance, merger and
acquisition advisory services, consulting on overall corporate strategy,
facilitating asset-based lending, and arranging equipment-leasing contracts.

     On September 23, 2005, Wien (NY) reincorporated in the state of New Jersey
pursuant to a Plan and Agreement of Merger. Pursuant to such Plan and Agreement
of Merger, Wien (NY) merged with and into its wholly owned subsidiary ("Wien
(NJ)") with Wien (NJ) being the surviving entity. Wien (NJ)'s charter provided
for the authorization of Class A Common Stock (the "Wien (NJ) Class A Common"),
Class B Common Stock ("Wien (NJ) Class B Common"), and Preferred Stock ("Wien
(NJ) Preferred"). Pursuant to the Plan and Agreement of Merger, each holder of
Wien (NY)'s Common Stock received one share of Wien (NJ) Class A Common in
exchange for each share of such holder's Common Stock.

     On October 12, 2005, Wien (NJ)'s name was changed to MM2 Group, Inc.

     On October 19, 2005, Wien (NJ) completed its previously disclosed
acquisition (the "Acquisition") of all of the outstanding shares of MM2 Group,
Inc., a New Jersey corporation ("OldMM2"). The Acquisition was effected pursuant
to the terms of the Acquisition Agreement dated July 8, 2005 (the "Acquisition
Agreement") between Wien (NY), Wien (NJ), Stephen Wien, OldMM2 and the
stockholders of OldMM2 as of the date of the Acquisition Agreement. Prior to the
closing of the Acquisition, certain terms and conditions of the Acquisition
Agreement were amended by the parties thereto. The primary changes were to (i)
allow fractional shares of Wien (NJ) to be issued in connection with the
Acquisition (ii) correctly state the authorized capital stock of Wien (NJ) and
Wien (NY) and (iii) specify the authorized stock of Wien (NJ) following the
reincorporation.

     The Company had nominal operations immediately before and after the
Acquisition. OldMM2 was a corporation formed on December 8, 2004. Other than the
Acquisition, no significant business activity has been conducted by OldMM2 from
the date of its creation to the date of the consummation of the Acquisition. The
primary activity of OldMM2 involved seeking merger or acquisition candidates
with whom it could either merge or acquire.

     The Company is publicly traded and is currently traded on the NASD Over The
Counter Bulletin Board ("OTCBB") under the symbol "MMGP".

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GENERAL

     The primary activity of the Company, following the reverse merger with
OldMM2, involved seeking merger or acquisition candidates with whom it can
either merge or acquire. On September 21, 2006, the Company completed the
acquisition of certain assets and the rights to the name of Genotec Nutritionals
as discussed below. The Company intends to develop businesses in the
nutraceutical markets via internal growth or product development or by
acquisition of other companies that operate in that market. However, the Company
does retain the right and flexibility to identify acquisition or merger
candidates, if it so chooses, in other markets of industries.

     The Company has a limited operating history on which to base an evaluation
of its business and prospects. Its prospects must be considered in light of the
risks, expenses and difficulties frequently encountered by companies in their
early stage of development, particularly companies in new and rapidly evolving
markets. The Company will encounter various risks in implementing and executing
its business strategy. The Company can provide no assurance that it will be
successful in addressing such risks, and the failure to do so could have a
material adverse effect on its business.

     The Company does not presently intend to make any loans to any prospective
merger or acquistion candidate, or to any unaffiliated third parties.

     The officers and directors of the Company are currently involved in other
activities and will devote only a portion of their time to the specific business
affairs of the Company until such time as a merger or acquisition candidate has
been determined. At such time, they expect to spend the necessary time and
effort to investigate and finalize any merger or acquisition.

     The Company intends to structure a merger or acquisition in such manner as
to minimize federal and state tax consequences to the Company and the target
company.

     The Company will seek to merge with or acquire private operating
company(ies) which management believes has good business fundamentals and
significant growth potential.

     We do not expect to purchase any significant equipment for the foreseeable
future, unless we are successful in completing a merger or acquisition with an
operating company.

     We do not expect any significant changes in the numbers of employees in the
next twelve months, unless we are successful in completing a merger or
acquisition with an operating company.

     We do not plan to provide any services or plan to generate any revenues for
the foreseeable future. Our management team will, however, continue to receive
compensation in accordance with their employment agreements while they continue
to investigate potential merger and acquisition candidates. We intend to limit
our operations initially to seeking merger and acquisition candidates.

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SUBSEQUENT EVENTS

     On September 21, 2006, MM(2) Group, Inc. ("MM(2)") and Genotec Acquisition
Corporation ("GAC"), a newly formed wholly owned subsidiary of MM(2), entered
into an Asset Purchase Agreement (the "Agreement") to acquire substantially all
of the assets and certain of the liabilities of General Nutritionals, Inc.
("GNI") pursuant to the Asset Purchase Agreement by and among Genotec
Nutritionals, Inc., a Delaware corporation ("GNI"), George Kontonotas, an
individual ("Kontonotas"), Joseph Freedman, an individual ("Freedman"), Susan
Blancato, an individual ("Blancato"), (Kontonotas, Freedman, and Blancato shall
be collectively referred to herein as the "Shareholders"), MM(2) Group, Inc. , a
New Jersey corporation ("MM(2)"), and Genotec Acquisition Corporation, ("GAC").
Under the terms of the Agreement, in exchange for the assignment and transfer of
certain assets and liabilities of GNI, MM(2) issued 10 million shares of its
Class A Common Stock, no par value per share, to the Shareholders and their
designees. Additionally, under the terms of the Agreement, GAC entered into
employment agreements with Messrs. Kontonotas, Freedman, and Blancato.

     GAC entered into an Employment Agreement dated September 21, 2006 with
George Kontonotas for him to serve as President of GAC through September 30,
2009 and to receive compensation of $100,000 per year, subject to annual
increases as determined by the Board of Directors, in addition to certain
incentive compensation as set forth in the Employment Agreement.

     GAC entered into an Employment Agreement dated September 21, 2006 with
Joseph Freedman for him to serve as Vice President Product Development of GAC
through September 30, 2009 and to receive compensation of $70,000 per year,
subject to annual increases as determined by the Board of Directors, in addition
to certain incentive compensation as set forth in the Employment Agreement.

     GAC entered into an Employment Agreement dated September 21, 2006 with
Susan Blancato for him to serve as Vice President Administration of GAC through
September 30, 2009 and to receive compensation of $48,000 per year, subject to
annual increases as determined by the Board of Directors, in addition to certain
incentive compensation as set forth in the Employment Agreement.

     The Company also purchased $75,000 of Series A Preferred Convertible Stock
of the newly formed subsidiary Genotec Acquisition Corporation that was
established by the Company to acquire the assets of Genotec Nutritionals. These
funds represent working capital for the new subsidiary.

EMPLOYEES

     As of June 30, 2006, the Company had two part-time employees. The
Non-executive Chairman of the Board of Directors, Jerome Mahoney and the
President and Chief Executive Officer, Mark Meller, are considered part-time
employees pursuant to their respective employment agreements.

REPORTS TO SECURITY HOLDERS

     We are a "reporting company" under the Securities Exchange Act of 1934, as
amended, and we file reports with the Securities and Exchange Commission. In
this regard, the Company files Quarterly

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Reports on Form 10-QSB, Annual Reports on Form 10-KSB and as required, files
Current Reports on Form 8-K.

     The public may read and copy any materials the Company files with the
Securities and Exchange Commission at the Commission's Public Reference Room at
100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on
the operation of the Public Reference Room by calling the Commission at
1-800-SEC-0330. The Commission maintains an Internet site that contains reports,
proxy and information statements, and other information regarding issuers that
file electronically with the Commission. The Internet address of the
Commission's site is (http://www.sec.gov).

     Our executive offices are located at 750 Highway 34, Matawan, NJ 07747 and
our telephone number is (732) 441-7700.

FORWARD LOOKING STATEMENTS - CAUTIONARY FACTORS

     This Annual Report on Form 10-KSB contains forward-looking statements
within the meaning of that term in Section 27A of the Securities Act of 1933, as
amended, and in Section 21F of the Securities Exchange Act of 1934 as amended.
The statements relate to future events or our future financial performance. In
some cases, you can identify forward-looking statements by terminology such as
"may," "will," "should," "expect," "plan," "intend," "anticipate," "believe,"
"estimate," "predict," "potential" or "continue," the negative of these terms or
other similar terminology. These forward-looking statements involve risks and
uncertainties and other factors that may cause the actual results, performance
or achievements to differ from any future results, performance or achievements
expressed or implied by such forward-looking statements. Except for the
historical information and statements contained in this Report, the matters and
items set forth in this Report are forward looking statements that involve
uncertainties and risks some of which are discussed at appropriate points in the
Report and are also summarized as follows:

RISKS RELATED TO OUR BUSINESS

THE COMPANY WILL FACE MANY OF THE DIFFICULTIES THAT COMPANIES IN THE EARLY STAGE
MAY FACE.

     As a result of the Company's limited operating history, it may be difficult
for you to assess management's ability to identify merger or acquisition
candidates and our growth and earnings potential. Therefore, we may face many of
the difficulties that companies in the early stages of their development in new
and evolving markets often face as they are described below. We may continue to
face these difficulties in the future, some of which may be beyond our control.
If we are unable to successfully address these problems, our future growth and
earnings will be negatively affected.

OUR HISTORICAL INFORMATION HAS LIMITED RELEVANCE TO OUR FUTURE RESULTS OF
OPERATIONS.

     The historical financial information we have included in this report does
not reflect what our results of operations, financial position and cash flows
will be in the future. This is because Wien operated in the past with different
goals and objectives from the objectives of the new management team.

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THE COMPANY HAS RECEIVED A GOING CONCERN OPINION FROM ITS INDEPENDENT AUDITORS
THAT DESCRIBES THE UNCERTAINTY REGARDING ITS ABILITY TO CONTINUE AS A GOING
CONCERN.

     The Company has received a report from its independent auditors for the
fiscal year ended June 30, 2006 containing an explanatory paragraph that
describes the uncertainty regarding the Company's ability to continue as a going
concern because the Company has incurred substantial accumulated deficits and
operating losses. These issues lead to substantial doubt about the Company's
ability to continue as a going concern. Therefore, recoverability of a major
portion of the recorded asset amounts shown in the accompanying balance sheets
is dependent upon continued operations of the Company, which in turn, is
dependent upon the Company's ability to raise capital and/or generate positive
cash flow from operations.

     Our financial statements have been prepared on the basis of a going
concern, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. We have not made any adjustments
to our financial statements as a result of the going concern qualification to
the report of our independent registered public accounting firm. If we become
unable to continue as a going concern, we may have to liquidate our assets,
which means that we are likely to receive significantly less for those assets
than the values at which such assets are carried on our consolidated financial
statements. Any shortfall in the proceeds from the liquidation of our assets
would directly reduce the amounts, if any, that holders of our common stock
could receive in liquidation.

     There can be no assurance that management's plans will be successful, and
other unforeseeable actions may become necessary. Any inability to raise capital
may require us to reduce the level of our operations. Such actions would have a
material adverse effect on us, our business and operations and result in charges
that would be material to our business and results of operations.

THE COMPANY'S FUTURE REVENUE AND OPERATING RESULTS ARE UNPREDICTABLE AND MAY
FLUCTUATE, WHICH COULD CAUSE THE COMPANY'S STOCK PRICE TO DECLINE.

     Our short operating history and the rapidly changing nature of the market
in which we compete make it difficult to accurately forecast our revenues and
operating results. Our operating results are unpredictable and we expect them to
fluctuate in the future due to a number of factors. These factors may include,
among others:

     a)   the success of identifying and completing mergers and acquisitions,
          particularly in light of our limited history;

     b)   the introduction of competitive products by different or new
          competitors;

     c)   reduced demand for any given product;

     d)   difficulty in keeping current with changing technologies;

     e)   unexpected delays in introducing new products, new product features
          and services;

     f)   increased or uneven expenses, whether related to sales and marketing,
          product development or administration;

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     g)   deferral of recognition of our revenue in accordance with applicable
          accounting principles due to the time required to complete projects;

     h)   seasonality in the end-of-period buying patterns of foreign and
          domestic software markets;

     i)   the market's transition between operating systems; and

     j)   costs related to possible acquisitions of technology or businesses.

     Due to these factors, forecasts may not be achieved, either because
expected revenues do not occur or because they occur at lower prices or on terms
that are less favorable to us. In addition, these factors increase the chances
that our results could diverge from the expectations of investors and analysts.
If so, the market price of our stock would likely decline.

THE COMPANY MAY IN THE FUTURE SELL ADDITIONAL UNREGISTERED CONVERTIBLE
SECURITIES, POSSIBLY WITHOUT LIMITATIONS ON THE NUMBER OF SHARES OF COMMON STOCK
THE SECURITIES ARE CONVERTIBLE INTO, WHICH COULD DILUTE THE VALUE OF THE
HOLDINGS OF CURRENT STOCKHOLDERS AND HAVE OTHER DETRIMENTAL EFFECTS ON YOUR
HOLDINGS.

     We have relied on the private placement of secured convertible debentures
to obtain working capital and may continue to do so in the future. As of this
date, we have outstanding $1,250,000 of 5% convertible debentures owing to
Cornell Capital. The debentures provide that principal and interest due on the
note can be converted into shares of the Company's Class A Common Stock. The
holder shall be entitled to convert up to 15% of the secured convertible
debentures into the Company's Class A Common Stock at a price equal to $.014 per
share. The holder shall also be entitled to convert the balance of the debenture
at a price equal to $.07 per share. In the event of our voluntary or involuntary
liquidation while the secured convertible debentures are outstanding, the
holders of those securities will be entitled to a preference in distribution of
our property.

     In order to obtain working capital in the future, we intend to issue
additional equity securities and convertible obligations.

     In the event that the price of our Class A Common Stock decreases, and our
convertible obligations (or any other convertible obligations we may issue) are
converted into shares of our Class A Common Stock,

     o    the percentage of shares outstanding that will be held by these
          holders upon conversion will increase accordingly,

     o    such increased share issuance, in addition to a stock overhang of an
          indeterminable amount, may depress the price of our Class A Common
          Stock, and

     o    the sale of a substantial amount of convertible debentures to
          relatively few holders could effectuate a possible change in control
          of the Company.

     In addition, if the market price declines significantly, we could be
required to issue a number of shares of Class A Common Stock sufficient to
result in our current stockholders not having an effective

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vote in the election of directors and other corporate matters. In the event of a
change in control of the Company, it is possible that the new majority
stockholders may take actions that may not be consistent with the objectives or
desires of our current stockholders.

     Our existing convertible obligations are convertible based upon a formula
that was established during the first five days of trading following the merger,
which was determined to be $.07 per share. As a result, if the market price of
our Class A Common Stock increases after the issuance of our convertible
obligations, it is possible, that, upon conversion of our convertible
obligations, we will issue shares of Class A Common Stock at a price that is far
less than the then-current market price of our Class A Common Stock.

     If the market price of our Class A Common Stock decreases and we have a
subsequent issuance of any convertible obligations, upon conversion, we may have
to issue an increased number of shares to the holders of our convertible
obligations. Any sale of convertible obligations may result in a very large
conversion at one time. If we do not have a sufficient number of shares to cover
the conversion, we may have a risk of a civil lawsuit.

IF THE COMPANY LOSES THE SERVICES OF ANY KEY PERSONNEL, INCLUDING OUR CHIEF
EXECUTIVE OFFICER OR OUR DIRECTORS, OUR BUSINESS MAY SUFFER.

     We are dependent on our key officers and directors, including Jerome R.
Mahoney and Mark Meller, our Chairman of the Board and our President, Chief
Executive Officer and Chief Financial Officer, respectively. The loss of any of
our key personnel could materially harm our business because of the cost and
time necessary to retain and train a replacement.

OUR FUTURE BUSINESS ACQUISITIONS MAY BE UNPREDICTABLE AND MAY CAUSE OUR BUSINESS
TO SUFFER.

     The Company will seek to expand its operations through the acquisition of
additional businesses. The Company may not be able to identify, successfully
integrate or profitably manage any such businesses or operations. The proposed
expansion may involve a number of special risks, including possible adverse
effects on the Company's operating results, diversion of management attention,
inability to retain key personnel, risks associated with unanticipated events
and the financial statement effect of potential impairment of acquired
intangible assets, any of which could have a materially adverse effect on the
Company's financial condition and results of operations. In addition, if
competition for acquisition candidates or assumed operations were to increase,
the cost of acquiring businesses or assuming customers' operations could
increase materially. The inability of the Company to implement and manage its
expansion strategy successfully may have a material adverse effect on the
business and future prospects of the Company. Furthermore, through the
acquisition of additional businesses, the Company may effect a business
acquisition with a target business which may be financially unstable,
under-managed, or in its early stages of development or growth. While the
Company may, under certain circumstances, seek to effect business acquisitions
with more than one target business, as a result of its limited resources, the
Company, in all likelihood, will have the ability to effect only a single
business acquisition at one time. Currently, the Company has no plans, proposals
or arrangements, either orally or in writing, regarding any proposed
acquisitions.

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MEMBERS OF THE COMPANY'S BOARD OF DIRECTORS AND MANAGEMENT MAY HAVE CONFLICTS OF
INTEREST; THE COMPANY DOES NOT HAVE ANY FORMAL PROCEDURE FOR RESOLVING CONFLICTS
IN THE FUTURE.

     After the reverse merger with OldMM2, Mr. Mahoney, a member of the board of
directors, and Mr. Meller, President and Chief Executive Officer, each owned 47%
of the outstanding shares of the Company Class A Common shares and each has the
right to convert 5,000,000 shares of Class B Common Stock which are convertible
into the number of shares of Class A Common Stock determined by dividing the
number of shares of Class B Common Stock being converted by a 50% of the lowest
price that the Company had ever issued its Class A Common Stock. In addition,
Mr. Mahoney and Mr. Meller have the right to convert the amount of all accrued
and unpaid deferred compensation into shares of Class A Common and/or Class B
Common Stock for each dollar of accrued and unpaid deferred compensation. There
is no limitation on the number of shares of Class A Common Stock we may be
required to issue to Mr. Mahoney and Mr. Meller upon the conversion of this
indebtedness. In addition, we anticipate that Mr. Mahoney and Mr. Meller, the
non-executive Chairman of the Board and President and Chief Executive Officer of
the Company, respectively, will also continue to serve in their current
management positions of other companies. Mr. Mahoney is Chairman and Chief
Executive Officer of iVoice, Inc. ("iVoice"). He is also the Non-Executive
Chairman of Trey Resources, Inc. ("Trey"), SpeechSwitch, Inc. ("SpeechSwitch")
and Deep Field Technologies, Inc. ("Deep Field"), and is President and Chief
Executive Officer of iVoice Technologies, Inc. (iVoice Tech"). Mr. Meller is
Chief Executive Officer of Trey and Deep Field. These relationships could
create, or appear to create, potential conflicts of interest when the Company's
directors and management are faced with decisions that could have different
implications for the Company, iVoice, Trey, SpeechSwitch, Deep Field, and iVoice
Tech. For example, Mr. Mahoney and/or Mr. Meller may experience conflicts of
interest with respect to the allocation of his time, services and functions
among iVoice, the Company and any other projects. Other examples could include
potential business acquisitions that would be suitable for either the Company,
iVoice, Trey, SpeechSwitch, Deep Field, or iVoice Tech, or activities undertaken
by iVoice, Trey, SpeechSwitch, Deep Field or iVoice Tech in the future that
could be in direct competition with the Company. Also, the appearance of
conflicts, even if such conflicts do not materialize, might adversely affect the
public's perception of the Company. Furthermore, the Company does not have any
formal procedure for resolving such conflicts of interest should they arise.

THE COMPANY'S STOCKHOLDERS MAY EXPERIENCE SIGNIFICANT DILUTION IF FUTURE EQUITY
OFFERINGS ARE USED TO FUND OPERATIONS OR ACQUIRE BUSINESSES.

     On April 1, 2005, and amended on July 20, 2006,, OldMM2 entered into a
Securities Purchase Agreement with Cornell Capital Partners to purchase $2.5
million of convertible debentures from the Company. If working capital or future
acquisitions are financed through the issuance of equity securities, the Company
stockholders would experience significant dilution. In addition, the conversion
of outstanding debt obligations into equity securities would have a dilutive
effect on the Company shareholders. Further, securities issued in connection
with future financing activities or potential acquisitions may have rights and
preferences senior to the rights and preferences of the Company's Class A Common
Stock.

     If the Company cannot satisfy the registration requirements of the
Securities Purchase Agreement with Cornell Capital Partners and they do not
purchase the balance of the convertible debentures, then we will not have
sufficient capital resources to conduct our business on a long-term basis, which
would have

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a material adverse effect on us and our financial condition. Management believes
that its going-forward expenses over the next 12 months will be approximately
$750,000 and, assuming that the Company has no revenues, the Company expects to
have aggregate liabilities of approximately $3,150,000, which includes salaries
for officers, employees and professionals over the next 12 months. Management
has no current plan to hire additional employees, perform additional research
and development or purchase additional equipment or services. Management
believes that the deficiency between the Company's expenses and net revenues
will be more than covered by the cash available from the proceeds of the
Securities Purchase Agreement. If there are additional deficiencies that are in
excess of the proceeds of the Securities Purchase Agreement, and the Company is
unable to obtain funds from an equity line of credit, management believes that
the Company can limit its operations, defer payments to management and maintain
its business at nominal levels until it can identify alternative sources of
capital.

THE COMPANY FACES AGGRESSIVE COMPETITION IN MANY AREAS OF BUSINESS, AND THE
BUSINESS WILL BE HARMED IF THE COMPANY FAILS TO COMPETE EFFECTIVELY.

     We encounter aggressive competition from numerous competitors in many areas
of business. Many of our current and potential competitors have longer operating
histories, greater name recognition and substantially greater financial,
technical and marketing resources than we have. We may not be able to compete
effectively with these competitors. In addition, new competitors may emerge, and
entire product lines may be threatened by new technologies or market trends that
reduce the value of these product lines.

WE MAY NOT BE ABLE TO ACCESS SUFFICIENT FUNDS WHEN NEEDED.

     We are dependent on external financing to fund our operations. Our
financing needs are expected to be provided through the sale of convertible
debentures to Cornell Capital Partners in connection with the Securities
Purchase Agreement.

     Cornell Capital Partners will be obligated to purchase secured convertible
debentures only upon the satisfaction of certain conditions being met by the
Company, including having the resale registration statement relating to such
Class A Common Stock declared effective. If the Company cannot satisfy the
requirements for Cornell Capital Partners to purchase the secured convertible
debentures, we will not have sufficient capital resources to operate our
business, and we have no current plans to obtain other financing. If we obtain
the funding from the sale of the secured convertible debentures, we cannot
assure you that we will be able to access such financing in sufficient amounts
or at all when needed. Our inability to obtain sufficient financing would have
an immediate material adverse effect on us, our financial condition and our
business.

OUR OBLIGATIONS UNDER THE SECURITIES PURCHASE AGREEMENT ARE SECURED BY
SUBSTANTIALLY ALL OF OUR ASSETS.

     Our obligations under the Securities Purchase Agreement to Cornell Capital
Partners are secured by substantially all of our assets. As a result, if we
default under the terms of the Securities Purchase Agreement, Cornell Capital
Partners could foreclose its security interest and liquidate all of our assets.
This would cause operations to cease.

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JEROME MAHONEY, THE NON-EXECUTIVE CHAIRMAN OF THE BOARD, AND MARK MELLER, THE
CHIEF EXECUTIVE OFFICER, MAY EACH HAVE, BOTH INDIVIDUALLY AND/OR JOINTLY,
CONTROL OVER THE MANAGEMENT AND DIRECTION OF THE COMPANY.

     Mr. Mahoney and Mr. Meller each own 47% of the Company, and will, upon the
successful completion of the registration of the Company's stock, further have
the right to convert $750,000 of indebtedness each into 750,000 shares of the
Company's Class B Common Stock, which Class B Stock is convertible into the
number of shares of Class A Common Stock determined by dividing the number of
shares of Class B Common Stock being converted by a 50% discount of the lowest
price at which the Company had ever issued its Class A Common Stock. There is no
limitation on the number of shares of Class A Common Stock we may be required to
issue to Mr. Mahoney or Mr. Meller upon the conversion of this indebtedness.
Each share of Class B Common Stock has voting rights equal to 100 shares of
Class A Common Stock. If Mr. Mahoney or Mr. Meller converts his indebtedness
into 750,000 shares of Class B Common Stock, they will each have voting rights
equal to 75,000,000 shares of Class A Common Stock and will have control over
the management and direction of the Company, including the election of
directors, appointment of management and approval of actions requiring the
approval of stockholders.

THE COMPANY'S MANAGEMENT TEAM IS NEW AND ITS WORKING RELATIONSHIPS ARE UNTESTED.

     We have only recently assembled our management team as part of the reverse
merger and changes in our operating structure. Some members of our management
team have worked with each other in the past, although at this time we cannot
assess the effectiveness of their working relationships after the reverse
merger. As a result, we may be unable to effectively develop and execute our
merger or acquisition strategy and the Company, as a business, may fail.

OUR SECURITIES

WE DO NOT EXPECT TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE.

     We intend to retain any future earnings to finance the growth and
development of our business. Therefore, we do not expect to pay any cash
dividends in the foreseeable future. Any future dividends will depend on our
earnings, if any, and our financial requirements.

EXISTING STOCKHOLDERS WILL EXPERIENCE SIGNIFICANT DILUTION FROM OUR SALE OF
SHARES UNDER THE CORNELL DEBENTURES.

     The sale of shares pursuant to the terms of the Cornell Debentures will
have a dilutive impact on our stockholders. As a result, our net income per
share could decrease in future periods, and the market price of our Class A
Common Stock could decline. In addition, for a given advance, we will need to
issue a greater number of shares of Class A Common Stock under the Cornell
Debentures as our stock price declines. If our stock price is lower, then our
existing stockholders would experience greater dilution. [See "Liquidity and
Capital Resources" in Item 6. Management's Discussion and Analysis or Plan of
Operation.]

                                       13
<PAGE>
THE INVESTORS HOLDING OUR CONVERTIBLE DEBENTURES WILL PAY LESS THAN THE
THEN-PREVAILING MARKET PRICE OF OUR CLASS A COMMON STOCK.

     The Class A Common Stock to be issued to the holder of the Cornell
Debentures shall be entitled to convert up to 15% of the secured convertible
debentures into the Company's Class A Common Stock at a price equal to $.014 per
share. The holder shall also be entitled to convert the balance of the debenture
at $.07 per share. These discounted sales could cause the price of our Class A
Common Stock to decline.

     Further, because the investor under the Cornell Debentures will acquire our
Class A Common Stock at a discount, it will have an incentive to sell
immediately in order to realize a gain on the difference. This incentive to sell
immediately into the public market to realize a gain on the difference
accelerates if the market price of our Class A Common Stock declines. [See
"Liquidity and Capital Resources" in Item 6. Management's Discussion and
Analysis or Plan of Operation.]

THE INVESTORS HOLDING OUR CONVERTIBLE DEBENTURES INTEND TO SELL THEIR SHARES OF
CLASS A COMMON STOCK IN THE PUBLIC MARKET, WHICH SALES MAY CAUSE OUR STOCK PRICE
TO DECLINE.

     The investors holding our convertible debentures intend to sell the shares
of Class A Common Stock in the public market. That means that up to
approximately 257.4 million shares of Class A Common Stock, the number of shares
being registered in the upcoming registration statement may be sold. Such sales
may cause our stock price to decline.

THE SALE OF OUR STOCK UNDER OUR CORNELL DEBENTURES COULD ENCOURAGE SHORT SALES
BY THIRD PARTIES, WHICH COULD CONTRIBUTE TO THE FURTHER DECLINE OF OUR STOCK
PRICE.

     The significant downward pressure on the price of our Class A Common Stock
caused by the sale of material amounts of Class A Common Stock under the Cornell
Debentures could encourage short sales by third parties. Such an event could
place further downward pressure on the price of our Class A Common Stock.

OUR CLASS A COMMON STOCK IS THINLY TRADED AND WE CANNOT PREDICT THE EXTENT TO
WHICH A MORE ACTIVE TRADING MARKET WILL DEVELOP.

     Our Class A Common Stock is thinly traded compared to larger more widely
known companies. Thinly traded Class A Common Stock can be more volatile than
common stock trading in an active public market. We cannot predict the extent to
which an active public market for the Class A Common Stock will develop or be
sustained after this offering.

THE PRICE OF OUR STOCK MAY BE AFFECTED BY A LIMITED TRADING VOLUME AND MAY
FLUCTUATE SIGNIFICANTLY.

     There has been a limited public market for our Class A common stock and
there can be no assurance that an active trading market for our stock will
continue. An absence of an active trading market could adversely affect our
stockholders' ability to sell our Class A common stock in short time periods, or
possibly at all. Our Class A common stock has experienced, and is likely to
experience in the future, significant price and volume fluctuations, which could
adversely affect the market price of our stock without regard to our operating
performance. In addition, we believe that factors such as quarterly

                                       14
<PAGE>
fluctuations in our financial results and changes in the overall economy or the
condition of the financial markets could cause the price of our Class A common
stock to fluctuate substantially.

OUR CLASS A COMMON STOCK IS DEEMED TO BE "PENNY STOCK," WHICH MAY MAKE IT MORE
DIFFICULT FOR INVESTORS TO SELL THEIR SHARES DUE TO SUITABILITY REQUIREMENTS.

     Our Class A common stock is deemed to be "penny stock" as that term is
defined in Rule 3a51-1 promulgated under the Securities Exchange Act of 1934.
These requirements may reduce the potential market for our Class A common stock
by reducing the number of potential investors. This may make it more difficult
for investors in our Class A common stock to sell shares to third parties or to
otherwise dispose of them. This could cause our stock price to decline. Penny
stocks are stock:

     o    With a price of less than $5.00 per share

     o    That are not traded on a "recognized" national exchange;

     o    Whose prices are not quoted on the NASDAQ automated quotation system
          (NASDAQ listed stock must still have a price of not less than $5.00
          per share); or

     o    In issuers with net tangible assets less than $2.0 million (if the
          issuer has been in continuous operation for at least three years) or
          $5.0 million (if in continuous operation for less than three years),
          or with average revenues of less than $6.0 million for the last three
          years.

     Broker/dealers dealing in penny stocks are required to provide potential
investors with a document disclosing the risks of penny stocks. Moreover,
broker/dealers are required to determine whether an investment in a penny stock
is a suitable investment for a prospective investor.

FUTURE SALES OF OUR CLASS A COMMON STOCK COULD CAUSE OUR STOCK PRICE TO DECLINE.

     The sale of a large number of our shares, or the perception that such a
sale may occur, could lower our stock price. Such sales could make it more
difficult for us to sell equity securities in the future at a time and price
that we consider appropriate.

ISSUANCE OF OUR RESERVED SHARES OF CLASS A COMMON STOCK MAY SIGNIFICANTLY DILUTE
THE EQUITY INTEREST OF EXISTING STOCKHOLDERS.

     We have reserved for issuance shares of our Class A common stock upon
exercise or conversion of stock options, warrants, or other convertible
securities that are presently outstanding. Issuance of these shares will have
the effect of diluting the equity interest of our existing stockholders and
could have an adverse effect on the market price for our Class A common stock.
As of October 5, 2006, we had all of our remaining 308,884,749 authorized shares
available for future issuance.

                                       15
<PAGE>
ITEM 2. DESCRIPTION OF PROPERTY.

     We do not own any real property for use in our operations or otherwise. On
June 1, 2005, OldMM2 entered into a sub-lease of an office at 750 Highway 34,
Matawan, NJ with iVoice, Inc. The rent is on a month-to-month basis for $350 per
month, and may be increased from time to time to pass on increases in rent and
utilities paid by iVoice, Inc. Such sub-lease was assumed by the Company in
connection with the Acquisition. We use our facilities to house our corporate
headquarters and operations and believe our facilities are suitable for such
purpose. We also believe that our insurance coverage adequately covers our
interest in our leased space. We have a good relationship with our landlords. We
believe that these facilities will be adequate for the foreseeable future.

ITEM 3. LEGAL PROCEEDINGS.

     We are subject to litigation from time to time arising from our normal
course of operations. Currently, there are no open litigation matters relating
to our products, product installations or technical services provided.

























                                       16
<PAGE>
                                     PART II


ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
ISSUER PURCHASES OF EQUITY SECURITIES.

MARKET INFORMATION

     Our Class A common stock, no par value, is quoted on the NASD OTC Bulletin
Board under the symbol "MMGP." The following table shows the high and low
closing prices for the periods indicated. These prices have been restated to
reflect the one-for-one stock dividend of the common stock payable on July 29,
2005 to shareholders of record as of July 11, 2005.

                                                        High          Low
                                                        ----          ---
     FISCAL YEAR 2005

     Second Quarter - from 10/28/04                    $0.125       $0.050
     Third Quarter                                     $0.125       $0.035
     Fourth Quarter                                    $0.150       $0.030

     FISCAL YEAR 2006

     First Quarter                                     $0.120       $0.055
     Second Quarter                                    $0.070       $0.070
     Third Quarter                                     $0.100       $0.050
     Fourth Quarter                                    $0.100       $0.050

HOLDERS OF COMMON EQUITY.

     As of June 30, 2006, the number of record holders of our common shares was
approximately 93.

DIVIDEND INFORMATION.

     To date, the Company has never paid a cash dividend. We have no plans to
pay any cash dividends in the near future. We intend to retain all earnings, if
any, for the foreseeable future, for use in our business operations.

EQUITY COMPENSATION PLAN.

     The Company does not have any equity compensation plan.

ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

     This discussion and analysis of our financial condition and results of
operations includes "forward-looking" statements that reflect our current views
with respect to future events and financial performance.

                                       17
<PAGE>

     We use words such as we "expect," "anticipate," "believe," and "intend" and
similar expressions to identify forward-looking statements. You should be aware
that actual results may differ materially from our expressed expectations
because of risks and uncertainties inherent in future events and you should not
rely unduly on these forward looking statements. We will not necessarily update
the information in this discussion if any forward-looking statement later turns
out to be inaccurate.

     You should read the following discussion in conjunction with our financial
statements and related notes included elsewhere in this filing as well as our
audited statements and related notes for the fiscal year ended June 30, 2005
filed with Form 10-KSB and the information contained in a Current Report on Form
8-K dated October 19, 2005, as amended. The following discussion contains
forward-looking statements. Please see "Forward Looking Statements - Cautionary
Factors" for a discussion of uncertainties, risks and assumptions associated
with these statements

PLAN OF OPERATION

     The primary activity of the Company, following the reverse merger with
OldMM2, will involve seeking merger or acquisition candidates with whom it can
either merge or acquire. On September 21, 2006, the Company completed the
acquisition of certain assets and the rights to the name of Genotec Nutritionals
as discussed below. The Company intends to develop businesses in the
Nutraceutical Markets via internal growth or product development or by
acquisition of other companies that operate in that market. However, the Company
does retain the right and flexibility to identify acquisition or merger
candidates, if it so chooses, in other markets of industries.

     The Company has a limited operating history on which to base an evaluation
of its business and prospects. Its prospects must be considered in light of the
risks, expenses and difficulties frequently encountered by companies in their
early stage of development, particularly companies in new and rapidly evolving
markets. The Company will encounter various risks in implementing and executing
its business strategy. The Company can provide no assurance that it will be
successful in addressing such risks, and the failure to do so could have a
material adverse effect on its business.

     The Company does not presently intend to make any loans to any prospective
merger or acquistion candidate, or to any unaffiliated third parties.

     The officers and directors of the Company are currently involved in other
activities and will devote only a portion of their time to the specific business
affairs of the Company until such time as a merger or acquisition candidate has
been determined. At such time, they expect to spend the necessary time and
effort to investigate and finalize any merger or acquisition.

     The Company will seek to merge with or acquire private operating
company(ies) which management believes has good business fundamentals and
significant growth potential.

     We do not expect to purchase any significant equipment for the foreseeable
future, unless we are successful in completing a merger or acquisition with an
operating company.

                                       18
<PAGE>
     We do not expect any significant changes in the numbers of employees in the
next twelve months, unless we are successful in completing a merger or
acquisition with an operating company.

     We do not plan to provide any services or plan to generate any revenues for
the foreseeable future. Our management team will, however, continue to receive
compensation in accordance with their employment agreements while they continue
to investigate potential merger and acquisition candidates. We intend to limit
our operations initially to seeking merger and acquisition candidates.

LIQUIDITY AND CAPITAL RESOURCES

     On April 1, 2005, and amended on July 20, 2006, the Company had entered
into a Securities Purchase Agreement with certain investors for the sale of
$2,500,000 in convertible debentures. On April 1, 2005, the Company issued
$1,250,000 of secured convertible debentures (the "1st closing") pursuant to the
Securities Purchase Agreement. An additional sale of $1,250,000 in convertible
debentures (the "2nd closing") shall be funded two (2) business days prior to
the date the registration statement is declared effective by the SEC. These
debentures will be convertible into Class A common stock at the discretion of
the holders. These transactions will require the Company to register for resale
a number of shares to facilitate these financial transactions.

     The Company is seeking additional operating income opportunities through
potential acquisitions or investments. Such acquisitions or investments may
consume cash reserves or require additional cash or equity. Our working capital
and additional funding requirements will depend upon numerous factors,
including: (i) strategic acquisitions or investments; (ii) an increase to
current company personnel; (iii) the level of resources that we devote to sales
and marketing capabilities; (iv) technological advances; and (v) the activities
of competitors.

     To date, the Company has incurred substantial losses, and will require
financing for working capital to meet its operating obligations. While we have
raised sufficient working capital to fund our operations for what we believe
should be sufficient for the next 12 months, we will subsequently need to raise
additional capital to fund our future operations. We anticipate that we will
require financing on an ongoing basis for the foreseeable future to fund our
working capital needs.

SUBSEQUENT EVENT

     On September 21, 2006, the Company completed the previously announced
acquisition of Genotec Nutritionals, Inc, a New York based manufacturer and
distributor of nutritional supplements and vitamins. The Company issued
10,000,000 shares of its Class A Common Stock as part of the purchase price. The
Company also purchased $75,000 of Series A Preferred Convertible Stock of the
newly formed subsidiary Genotec Acquisition Corporation that was established by
the Company to acquire the assets of Genotec Nutritionals. These funds represent
working capital for the new subsidiary.

OFF-BALANCE SHEET ARRANGEMENTS

     During fiscal year ended June 30, 2006, the Company did not engage in any
material off-balance sheet activities or have any relationships or arrangements
with unconsolidated entities established for the

                                       19
<PAGE>
purpose of facilitating off-balance sheet arrangements or other contractually
narrow or limited purposes. Further, we have not guaranteed any obligations of
unconsolidated entities nor do we have any commitment or intent to provide
additional funding to any such entities.


ITEM 7. FINANCIAL STATEMENTS.

     The financial statements and notes of this Form 10-KSB appear after the
signature page to this Form 10-KSB.


ITEM 8A. CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

     Management of the Company has evaluated, with the participation of the
Chief Executive Officer and Chief Financial Officer of the Company, the
effectiveness of the Company's disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) as of the end of the fiscal year covered by this
Annual Report on Form 10-KSB. Based on that evaluation, the Chief Executive
Officer and Chief Financial Officer of the Company have concluded that the
Company's disclosure controls and procedures as of the end of the fiscal year
covered by this Annual Report on Form 10-KSB are not effective to ensure that
information required to be included in our periodic SEC filings is recorded,
processed, summarized, and reported within the time periods specified in the SEC
rules and forms.

     Our Audit Committee of the Board of Directors was advised on October 13,
2006 by Bagell, Josephs, Levine and Company, LLC, our independent registered
public accounting firm, that during their performance of audit procedures for
the year ended June 30, 2006, they have identified a material weakness as
defined in Public Company Accounting Oversight Board Standard No. 2 in our
internal control over financial reporting.

     This deficiency consisted primarily of inadequate staffing and supervision
that could lead to the untimely identification and resolution of accounting and
disclosure matters and failure to perform timely and effective reviews.

     However, our resources and size prevent us from being able to employ
sufficient resources to enable us to have adequate segregation of duties within
our internal control system. Management is required to apply its judgment in
evaluating the cost-benefit relationship of possible control and procedures.
Based on our limited capital resources and inadequate staffing levels, we will
not be able to remediate this material weakness in our internal control over
financial reporting in the near-term. We will continue to monitor this situation
and as our resources permit, we will evaluate the cost-benefit of adding
additional resources.

     Management believes appropriate oversight has been in place during this
fiscal year to prevent material misstatements and promote adequate disclosures
in our financial reporting as of June 30, 2006.

                                       20
<PAGE>
CHANGES IN INTERNAL CONTROLS.

     Management of the Company has also evaluated, with the participation of the
Chief Executive Officer and Chief Financial Officer of the Company, any change
in the Company's internal control over financial reporting (as defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal
year covered by this Annual Report on Form 10-KSB. There was no change in the
Company's internal control over financial reporting identified in that
evaluation that occurred during the fiscal year covered by this Annual Report on
Form 10-KSB that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.





































                                       21
<PAGE>
                                    Part III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(A) OF THE EXCHANGE ACT.

     At the closing of the Acquisition Agreement between Wien (NJ) and Old MM2,
all of the directors and officers of Wien (NJ) resigned their positions and
Jerome Mahoney and Mark Meller were appointed to serve as the sole Directors of
Wien (NJ), to serve until the next annual meeting of shareholders or until their
respective successors are elected and qualified.

     The Company has two directors and one principal officer. Listed below is
certain information concerning individuals who currently serve as directors and
executive officers of the Company.

                                                            Period Served as
        Name                Age   Position                  Officer\Director
        ----                ---   --------                  ----------------

        Jerome R. Mahoney   45    Non-Executive             10-19-05 to present
                                  Chairman of the
                                  Board of Directors

        Mark Meller         46    President, Chief          10-19-05 to present
                                  Executive Officer,
                                  Chief Financial
                                  Officer and Director

        Stephen Wien        68    President Chief           1974 to 10-19-05
                                  Executive Officer,
                                  Chief Financial
                                  Officer and Director


     Jerome R. Mahoney. Mr. Mahoney has been our Non-Executive Chairman of the
Board of Directors since October 19, 2005. Mr. Mahoney started at Executone
Information Systems, a telephone systems manufacturer, and was Director of
National Accounts from 1988 to 1989. In 1989, Mr. Mahoney founded Voice Express,
Inc., a New York company that sold voicemail systems and telephone system
service contracts and installed these systems. Mr. Mahoney sold Voice Express
Systems in 1993. From 1993 to 1997, Mr. Mahoney was President of IVS Corp., and
on December 17, 1997, he established International Voice Technologies, which was
merged with iVoice, Inc. on May 21, 1999. Since May 21, 1999, Mr. Mahoney has
served as President and CEO of iVoice, Inc. Since January 2003 Mr. Mahoney has
been Non-Executive Chairman of the Board of Directors of Trey Resources, Inc.
Since August 2004, Mr. Mahoney has served as Non-Executive Chairman of the Board
of Directors of Deep Field Technologies, Inc. and SpeechSwitch, Inc. From August
2004 through August 31, 2006, Mr. Mahoney has served as Non-executive Chairman
of the Board of Directors of iVoice Technology, Inc. and since

                                       22
<PAGE>
August 31, 2006, Mr. Mahoney has served as President, Chief Executive and
Director of iVoice Technology, Inc. Mr. Mahoney received a B.A. in finance and
marketing from Fairleigh Dickinson University, Rutherford, N.J. in 1983.

     Mark Meller. Mr. Meller has been the President, Chief Financial Office and
Director since October 19, 2005. Since October 1, 2004, Mr. Meller has been the
President, Chief Executive Officer, Chief Financial Officer and Director of Deep
Field Technologies, Inc. From August 29, 2005 through August 31, 2006, Mr.
Meller served as President, Chief Executive Officer and Chief Financial Officer
of iVoice Technology, Inc. Since September 15, 2003, Mr. Meller has been the
President and Chief Executive Officer of Trey Resources, Inc. Since 1988, Mr.
Meller has been Chief Executive Officer of Bristol Townsend & Co., Inc., a New
Jersey based consulting firm providing merger and acquisition advisory services
to middle market companies. From 1986 to 1988, Mr. Meller was Vice President of
Corporate Finance and General Counsel of Crown Capital Group, Inc, a New Jersey
based consulting firm providing advisory services for middle market leveraged
buy-outs (LBO's). Prior to 1986, Mr. Meller was a financial consultant and
practiced law in New York City. He is a member of the New York State Bar.

     Stephen S. Wien. Since 1974, Mr. Wien has served as Company Chairman,
President, and Chief Executive Officer. In addition to his duties at the
Company, from 1984 through June 30, 2004 he served as Executive Vice President,
and a director of Wien Securities Corp., a NASD broker-dealer. He resigned as
Chairman, President and Chief Executive Officer of the Company on October 19,
2005.

     There are no agreements or understandings for the officer or directors to
resign at the request of another person and the above-named officers and
director is not acting on behalf of nor will act at the direction of any other
person. As of the fiscal year ended June 30, 2006, the Company did not have an
audit committee in place and has one non-executive member of the Board of
Directors.

     For the year ended June 30, 2006, the Board held one meeting. In addition,
the Board acted through written unanimous consent in lieu of a meeting on two
occasions.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.

     No person who was a director, officer, beneficial owner of more than ten
percent of any class of equity securities of the registrant registered pursuant
to section 12 ("Reporting Person") failed to file on a timely basis the
necessary reports, on Forms 3, 4, or 5, as required by section 16(a) of the
Exchange Act during the most recent fiscal year or prior fiscal years, except
for Jerome Mahoney and Mark Meller who will file their initial Form 3 within ten
days of the filing of this Report.

CODE OF ETHICS.

     On October 13, 2006, the Board of Directors of the Company adopted a Code
of Ethics for adherence by its senior corporate officers to ensure honest and
ethical conduct; full, fair and proper disclosure of financial information in
the Company's periodic reports filed pursuant to the Securities Exchange Act of
1934; and compliance with applicable laws, rules, and regulations. Any person
may obtain a copy of our

                                       23
<PAGE>
Code of Ethics by mailing a request to the Company at the address appearing on
the front page of this Annual Report on Form 10-KSB.

AUDIT COMMITTEE

During 2005, Jerome Mahoney and Mark Meller served on the Audit Committee. The
Audit Committee currently consists of Messrs. Mahoney and Meller, with Mr.
Mahoney serving as the Chairman of the committee. The Audit Committee has no
independent members and no member that may deemed a financial expert as defined
in ss.228.401(e) of the regulations promulgated by the SEC pursuant to the
Securities Exchange Act of 1934, as amended. The Company through a non-operating
Company and cannot attract a financial expert to sit on its Board of Directors.
Management is responsible for the Company's internal controls and the financial
reporting process. The independent auditors are responsible for performing an
independent audit of the Company's financial statements in accordance with
generally accepted accounting principles and to issue a report thereon and as to
management's assessment of the effectiveness of internal controls over financial
reporting. The Audit Committee's responsibility is to monitor and oversee these
processes, although the members of the Audit Committee are not engaged in the
practice of auditing or accounting. The Audit Committee met once in 2005. The
Board of Directors approved an Audit Committee Charter on October 13, 2006. As
of this date, the Audit Committee operates pursuant to this Audit Committee
Charter.

AUDIT COMMITTEE REPORT

The following is the Audit Committee's report submitted to the Board of
Directors for the fiscal year ended June 30, 2006. The Audit Committee has:

     o    reviewed and discussed the Company's audited financial statements with
          management and Bagell, Josephs, Levine & Company, L.L.C., the
          Company's independent accountants;
     o    discussed with Bagell, Josephs, Levine & Company, L.L.C. the matters
          required to be discussed by Statement on Auditing Standards No. 61, as
          may be modified or supplemented; and
     o    received from Bagell, Josephs, Levine & Company, L.L.C. the written
          disclosures and the letter regarding their independence as required by
          Independence Standards Board Standard No. 1, as may be modified or
          supplemented, and discussed the auditors' independence with them; and
     o    been advised on October 13, 2006 by Bagell, Josephs, Levine and
          Company, LLC, our independent registered public accounting firm, that
          during their performance of audit procedures for the year ended June
          30, 2006, they have identified a material weakness as defined in
          Public Company Accounting Oversight Board Standard No. 2 in our
          internal control over financial reporting.

Based on the review and discussions referred to above, the Audit Committee
recommended to the Board of Directors that the audited financial statements be
included in the Company's Annual Report on Form 10-KSB for the fiscal year ended
June 30, 2006, for filing with the Securities and Exchange Commission.

                                               AUDIT COMMITTEE
                                               Jerome Mahoney, Chairman
                                               Mark Meller

                                       24
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION.

         The following table sets forth compensation information for services
rendered by certain of our executive officers in all capacities during the last
three completed fiscal years. The following information includes the dollar
value of base salaries, bonus awards, the number of stock options granted, and
certain other compensation, if any, whether paid or deferred.

                           SUMMARY COMPENSATION TABLE
<TABLE><CAPTION>
                                                                                    Securities
                                                         Other Annual   Restricted  Underlying     All Other
Name and Position(s)        Year    Salary($)  Bonus(2)  Compensation     Stock       Options    Compensation
--------------------        ----    ---------  --------  ------------     -----       -------    ------------
<S>                         <C>    <C>         <C>       <C>             <C>         <C>          <C>
Jerome R. Mahoney
   Non-Executive            2006   $210,833(1)   $0            $0           $0          $0            $0
   Chairman of the          2005   $108,333(2)   $0            $0           $0          $0            $0
   Board Of Directors       2004      $0         $0            $0           $0          $0            $0

Mark Meller                 2006   $210,833(1)   $0            $0           $0          $0            $0
   President, Chief         2005   $108,333(2)   $0            $0           $0          $0            $0
   Executive Officer,       2004      $0         $0            $0           $0          $0            $0
   Chief Financial
   Officer and Director

Stephen S. Wien             2006      $0         $0            $0           $0          $0            $0
   President, Chief         2005      $0         $0            $0           $0          $0            $0
   Executive Officer,       2004      $0         $0            $0           $0          $0            $0
   Chief Financial
   Officer and Chairman
   of the Board of
   Directors
</TABLE>

(1) Reflects total compensation paid or accrued by the Company and Old MM2.
(2) Reflects total compensation paid or accrued by Old MM2.

EMPLOYMENT CONTRACTS

         OldMM2 entered into employment agreements with Mr. Mahoney, as its
Non-Executive Chairman of the Board and Mr. Meller, as its President and Board
Member, as of December 15, 2004. Each of the employment agreements is for a term
through December 31, 2011 and provides for annual compensation of $200,000 with
an annual increase of 10%. In addition, each executive shall be entitled to
company sponsored fringe benefits and annual bonuses in accordance with OldMM2
policies and plans in effect for Executive officers of OldMM2. The executives
shall also be granted stock options under OldMM2 stock option plan as adopted by
the Board of Directors and the shareholders of OldMM2. The executives will each
receive a $750,000 bonus for the successful completion of the registration of
the Company's stock on Form S-1, SB-2 and any other such form of registration
statement is declared effective by the Securities and Exchange Commission. This
bonus shall be paid in a lump sum on the date of the registration statement in
declared effective, or alternately, at the discretion of the Company and with
the agreement of the Executive, in shares of the Company's Class B Common Stock.
Each of these obligations was assumed by the Company in connection with the
Acquisition.

                                       25
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The following tables set forth certain information regarding the beneficial
ownership of our voting securities as of October 5, 2006 of (i) each person
known to us to beneficially own more than 5% of the applicable class of voting
securities, (ii) our directors, (iii) and each named executive officer and (iv)
all directors and executive officers as a group. As of October 5, 2006 there
were a total of 140,327,016 shares of Class A common stock outstanding and
10,000,000 shares of Class B common stock outstanding. Each share of Class A
common stock is entitled to one vote and each share is Class B common stock is
entitled to 100 votes on matters on which holders of common stock are eligible
to vote.

     The number of shares beneficially owned is determined under rules
promulgated by the Securities and Exchange Commission, and the information is
not necessarily indicative of beneficial ownership for any other purpose. Under
those rules, beneficial ownership includes any shares as to which the individual
has sole or shared voting power or investment power and also any shares which
the individual has the right to acquire within 60 days of October 5, 2006,
through the exercise or conversion of any stock option, convertible security,
warrant or other right. Unless otherwise indicated, each person or entity named
in the table has sole voting power and investment power (or shares that power
with that person's spouse) with respect to all shares of capital stock listed as
owned by that person or entity.

                            OWNERSHIP OF COMMON STOCK
<TABLE><CAPTION>
                                                                               Common Stock
                                                                            Beneficially Owned
                                                                     -------------------------------
Name/Address                               Title of Class               Number              Percent
----------------------------------         --------------------      ---------------       ---------
<S>                                        <C>                       <C>                   <C>
Jerome R. Mahoney (Chairman)               Class A Common Stock      406,901,866 (1)         43.7%
c/o MM2 Group, Inc.                        Class B Common Stock        5,000,000             50.0%
750 Highway 34
Matawan, New Jersey  07747

Mark Meller (President)                    Class A Common Stock      406,901,866 (1)         43.7%
c/o MM2 Group, Inc.                        Class B Common Stock        5,000,000             50.0%
750 Highway 34
Matawan, New Jersey  07747

Cornell Capital Partners, LP               Class A Common Stock       96,574,053 (2)         10.4%
101 Hudson Street, Suite 3700
Jersey City, New Jersey 07302

Director and executive officer as a group  Class A Common Stock      813,803,732             87.5%
                                           Class B Common Stock       10,000,000            100.0%
</TABLE>
____________________

(1)  Includes a) 15,601,867 shares of our Class A common stock issuable upon

                                       26
<PAGE>
     conversion of $234,028 due to related party accounts with each Mr. Mahoney
     and Mr. Meller, (b) 333,333,333 shares of our Class A common stock issuable
     upon conversion of 5,000,000 shares of our Class B common stock owned by
     each Mr. Mahoney and Mr. Meller and (c) 57,966,666 shares of our Class A
     common stock owned by each Mr. Mahoney and Mr. Meller. Mr. Mahoney and Mr.
     Meller have agreed to accept payment or partial payment, from time to time,
     in the form of the Company's Class A Common Stock and/or the Company's
     Class B Company Stock, at such time as the Board of Directors determines to
     issue such shares in satisfaction of these accrued liabilities. A holder of
     Class B Common Stock has the right to convert each share of Class B Common
     Stock into the number of shares of Class A Common Stock determined by
     dividing the number of Class B Common Stock being converted by a 50%
     discount of the lowest price that the Company had ever issued its Class A
     Common Stock.

(2)  Includes a) 70,824,053 shares of our Class A common stock issuable upon
     conversion of $1,327,951 of Cornell Convertible Debentures, b) 5,000,000
     shares of our Class A common stock owned by Cornell Capital and c)
     20,750,000 shares of our Class A common stock issuable upon conversion of
     the Cornell Warrants.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

RELATED PARTY ACCOUNTS DUE

     Reference is made to the employment and other arrangements with Mr. Meller
and Mr. Mahoney set forth under Item 10 Executive Compensation above. Reference
is also made to the Company's lease agreement with iVoice, Inc., described under
the heading "Description of Property" above. Mr. Mahoney is the President, Chief
Executive Officer and a director of iVoice, Inc.


ITEM 13. EXHIBITS

a) Exhibits:

   3.1      Certificate of Incorporation
   3.2      Amendment to the Certificate of Incorporation
   3.3      By-laws of the Company.
   10.1     Acquisition Agreement dated July 8, 2005.
   10.2     First Amendment to Acquisition Agreement dates October 11, 2005
   10.3     Consulting Agreement with Stephen S. Wien dated October 11, 2005
   10.4     Employment Agreement with Mark Meller dated December 15, 2004
   10.5     Employment Agreement with Jerome Mahoney dated December 15, 2004
   10.6     Securities Purchase Agreement with Cornell Capital Partners, LP
            dated April 1, 2005.
   10.7     Investor Registration Rights Agreement with Cornell Capital
            Partners, LP dated April 1, 2005.
   10.8     Standby Equity Distribution Agreement with Cornell Capital Partners,
            LP dated April 1, 2005.
   10.9     Security Agreement with Cornell Capital Partners, LP, dated April 1,
            2005.

                                       27
<PAGE>
   10.10    Secured Convertible Debenture issued to Cornell Capital Partners, LP
            dated April 1, 2005.
   10.11    Warrant issued to Cornell Capital Partners, LP dated April 1, 2005.
   10.12    Escrow Agreement with Cornell Capital Partners, LP and David
            Gonzalez, Esq. dated April 1, 2005.
   10.13    Irrevocable Transfer Agent Instructions with Cornell Capital
            Partners, LP dated April 1, 2005.
   10.14    Placement Agent Agreement with Monitor Capital Inc. dated April 1,
            2005.
   10.15    Convertible Debenture Escrow Agreement with Cornell Capital
            Partners, LP and David Gonzalez, Esq. dated April 1, 2005.
   10.16    Standby Equity Distribution Agreement Registration Rights Agreement
            with Cornell Capital Partners, LP dated April 1, 2005.
   10.17    Convertible Debenture Escrow Agreement with Cornell Capital
            Partners, LP and David Gonzalez, Esq. dated April 1, 2005.
   10.18    Assignment and Assumption Agreement and Consent
   10.19    Waiver and Extension Agreement with Cornell Capital Partners, LP
            dated March 16, 2006.
   10.20    Warrant issued to Cornell Capital Partners, LP dated March 16, 2006.
   10.21    Amendment No. 1 of the Investor Registration Rights Agreement with
            Cornell Capital Partners, LP dated March 16, 2006.
   10.22    Termination Agreement with Cornell Capital Partners, LP dated July
            20, 2006.
   14*      Code of Ethics
   31.1*    Certification of Chief Executive and Chief Financial Officer
            pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section
            302 of the Sarbanes-Oxley Act of 2002.
   32.1*    Certification of Chief Executive 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.

   -------------------------
   *Filed herewith



                                       28
<PAGE>
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

     The following table sets forth fees billed to the Company by the Company's
independent auditors for the year ended June 30, 2006 and June 30, 2005 for (i)
services rendered for the audit of the Company's annual financial statements and
the review of the Company's quarterly financial statements, (ii) services
rendered that are reasonably related to the performance of the audit or review
of the Company's financial statements that are not reported as Audit Fees, and
(iii) services rendered in connection with tax preparation, compliance, advice
and assistance.

         Services                        2006                2005
         --------                     ----------          ----------
         Audit Fees                   $   27,250              --
         Audit - Related Fees         $    2,500              --
         Tax fees                             --              --
         All Other Fees                       --              --
         Total                        $   29,750              --

     Pursuant to pre-approval policies and procedures established by the
Company's Audit Committee with the Audit Committee being informed of each
service and such policies and procedures do not include delegation of the Audit
Committees responsibilities under the Securities Exchange Act of 1934, as
amended, to management, prior to the Company engaging our independent registered
public accounting firm to perform a particular service, our President and Chief
Executive Officer obtains an estimate for the service to be performed. All of
the services described above were approved by the President and Chief Executive
Officer in accordance with Audit Committee policies and procedures.














                                       29
<PAGE>
                                   SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report on Form 10-KSB to be signed on its behalf by the undersigned,
thereunto duly authorized.



MM2 Group, Inc.

By:      /s/ MARK MELLER                                        October 13, 2006
         ---------------------
         Mark Meller
         President, Chief Executive Officer,
         Chief Financial Officer and Director



In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.


By:      /s/ Mark Meller                                        October 13, 2006
         ---------------------
         Mark Meller
         President, Chief Executive Officer,
         Chief Financial Officer and Director


By:      /s/ Jerome R. Mahoney                                  October 13, 2006
         ---------------------
         Jerome R. Mahoney
         Non-executive Chairman of the Board








                                       30
<PAGE>
                                INDEX OF EXHIBITS

         3.1    Certificate of Incorporation
         3.2    Amendment to the Certificate of Incorporation
         3.3    By-laws of the Company.
         10.1   Acquisition Agreement dated July 8, 2005.
         10.2   First Amendment to Acquisition Agreement dates October 11, 2005
         10.3   Consulting Agreement with Stephen S. Wien dated October 11, 2005
         10.4   Employment Agreement with Mark Meller dated December 15, 2004
         10.5   Employment Agreement with Jerome Mahoney dated December 15, 2004
         10.6   Securities Purchase Agreement with Cornell Capital Partners, LP
                dated April 1, 2005.
         10.7   Investor Registration Rights Agreement with Cornell Capital
                Partners, LP dated April 1, 2005.
         10.8   Standby Equity Distribution Agreement with Cornell Capital
                Partners, LP dated April 1, 2005.
         10.9   Security Agreement with Cornell Capital Partners, LP, dated
                April 1, 2005.
         10.10  Secured Convertible Debenture issued to Cornell Capital
                Partners, LP dated April 1, 2005.
         10.11  Warrant issued to Cornell Capital Partners, LP dated April 1,
                2005.
         10.12  Escrow Agreement with Cornell Capital Partners, LP and David
                Gonzalez, Esq. dated April 1, 2005.
         10.13  Irrevocable Transfer Agent Instructions with Cornell Capital
                Partners, LP dated April 1, 2005.
         10.14  Placement Agent Agreement with Monitor Capital Inc. dated April
                1, 2005.
         10.15  Convertible Debenture Escrow Agreement with Cornell Capital
                Partners, LP and David Gonzalez, Esq. dated April 1, 2005.
         10.16  Standby Equity Distribution Agreement Registration Rights
                Agreement with Cornell Capital Partners, LP dated April 1, 2005.
         10.17  Convertible Debenture Escrow Agreement with Cornell Capital
                Partners, LP and David Gonzalez, Esq. dated April 1, 2005.
         10.18  Assignment and Assumption Agreement and Consent.
         10.19  Waiver and Extension Agreement with Cornell Capital Partners, LP
                dated March 16, 2006.
         10.20  Warrant issued to Cornell Capital Partners, LP dated March 16,
                2006.
         10.21  Amendment No. 1 of the Investor Registration Rights Agreement
                with Cornell Capital Partners, LP dated March 16, 2006.
         10.21  Termination Agreement with Cornell Capital Partners, LP dated
                July 20, 2006.
         14*    Code of Ethics
         31.1*  Certification of Chief Executive and Chief Financial Officer
                pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
                Section 302 of the Sarbanes-Oxley Act of 2002.
         32.1*  Certification of Chief Executive 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.
         _____________
         *  Filed herewith


                                       31
<PAGE>



                                 MM2 GROUP, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                             JUNE 30, 2006 AND 2005






















<PAGE>
             MM2 GROUP, INC (F/K/A/ WIEN GROUP, INC.) AND SUBSIDIARY
                        CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2006 AND 2005



                                TABLE OF CONTENTS
                                -----------------


                                                                        Page No.
                                                                        --------

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                      F-2


CONSOLIDATED FINANCIAL STATEMENTS

     Balance Sheets - June 30, 2006 and 2005                                 F-3

     Statements of Operations - For the year ended June 30, 2006
        and for the period December 8, 2004 (Inception) through
        June 30, 2005                                                        F-4

     Statement of Stockholders' (Deficit) - For the year ended June
        30, 2006 and for the period December 8, 2004 (Inception)
        through June 30, 2005                                                F-5

     Statements of Cash Flows - For the year ended June 30, 2006
        and for the period December 8, 2004 (Inception) through
        June 30, 2005                                                 F-6 to F-7


     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                      F-8 to F-22








                                       F-1
<PAGE>
                     BAGELL, JOSEPHS, LEVINE & COMPANY, LLC
                200 HADDONFIELD BERLIN ROAD, GIBBSBORO, NJ 08026
                       TEL: 856.346.2628 FAX: 856.346.2882

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------


To The Board of Directors and Stockholders
MM2 Group, Inc.
Matawan, New Jersey

We have audited the accompanying consolidated balance sheets of MM2 Group, Inc.
and Subsidiary as of June 30, 2006 and 2005, and the related consolidated
statements of operations, stockholders' (deficit) and cash flows for the year
ended June 30, 2006 and the period December 8, 2004 (Inception) through June 30,
2005. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with standards established by the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of MM2 Group, Inc. and
Subsidiary as of June 30, 2006 and 2005, and the results of its operations,
changes in stockholders' deficit and its cash flows for the year ended June 30,
2006 and the period December 8, 2004 (Inception) through June 30, 2005 are in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying consolidated financial statements as of June 30, 2006 have been
prepared assuming the Company will continue as a going concern. As discussed in
Note 11 to the consolidated financial statements, the Company has incurred
substantial accumulated deficits and operating losses. These issues lead to
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regards to these matters are also discussed in Note 11.
The consolidated financial statements do not include any adjustments that might
result from the outcome of these uncertainties.

As stated in Note 13, the Company has amended its previously issued consolidated
financial statements for the period December 8, 2004 (Inception) through June
30, 2005 on its report dated August 30, 2005. The Company had amended these
statements to reflect the intrinsic values and discounts associated with the
convertible debentures issued April 1, 2005. The amended statements show a net
increase in interest and amortization of discount on financing costs in the
amounts of $10,000 and $250,000, respectively, resulting in an increase in the
previously reported loss of $345,338 to an amended loss of $605,338. The changes
also increased the accumulated deficit to $605,338.


                                          Bagell, Josephs, Levine & Company, LLC
Gibbsboro, New Jersey
September 27, 2006



                                       F-2
<PAGE>
             MM2 GROUP, INC (F/K/A/ WIEN GROUP, INC.) AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                                    JUNE 30,


<TABLE><CAPTION>
ASSETS
------                                                                          2006            2005
                                                                            ------------    ------------
                                                                                             (restated)
<S>                                                                         <C>             <C>
CURRENT ASSETS
Cash and cash equivalents                                                   $    504,598    $  1,034,799
Prepaid expenses                                                                 131,416          88,390
                                                                            ------------    ------------
    Total current assets                                                         636,014       1,123,189
                                                                            ------------    ------------

PROPERTY AND EQUIPMENT
    Net of accumulated depreciation of $1,015 and $129, respectively               3,416           3,746
                                                                            ------------    ------------

TOTAL ASSETS                                                                $    639,430    $  1,126,935
                                                                            ============    ============

LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------

CURRENT LIABILITIES
Accounts payable and accrued expenses                                       $    181,280    $     35,292
Due to related parties                                                           468,055         194,981
Convertible debentures payable, net of discount of $0 and
    $500,000, respectively                                                     1,250,000         750,000
Warrant liability                                                              1,005,004              --
                                                                            ------------    ------------
    Total current liabilities                                                  2,904,339         980,273
                                                                            ------------    ------------

COMMITMENTS AND CONTINGENCIES

TEMPORARY EQUITY
Common stock: Class B - no par value, authorized 50,000,000 shares;
    10,000,000 and 40,000,000 shares issued and outstanding, respectively             48              --
                                                                            ------------    ------------

STOCKHOLDERS' DEFICIT
Preferred stock, $1.00 par value; authorized 1,000,000 shares;
    no shares issued and outstanding                                                  --              --
Common stock:
    Class A - no par value; authorized 450,000,000 shares; 123,315,251
       and 10,000,100 shares issued and outstanding, respectively                  1,000           1,000
    Class B - no par value; authorized 50,000,000 shares; 10,000,000
       and 40,000,000 shares issued and outstanding, respectively                    952           1,000
Additional paid-in capital -Conversion option                                    750,000         750,000
Accumulated deficit                                                           (3,016,909)       (605,338)
                                                                            ------------    ------------
    Total stockholders' deficit                                               (2,264,957)        146,662
                                                                            ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                 $    639,430    $  1,126,935
                                                                            ============    ============
</TABLE>

                   The accompanying notes are an integral part
                   of these consolidated financial statements.

                                       F-3
<PAGE>
             MM2 GROUP, INC (F/K/A/ WIEN GROUP, INC.) AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      FOR THE YEAR ENDED JUNE 30, 2006 AND
        FOR THE PERIOD DECEMBER 8, 2004 (INCEPTION) THROUGH JUNE 30, 2005


<TABLE><CAPTION>
                                                                                2006            2005
                                                                            ------------    ------------
                                                                                             (restated)
<S>                                                                         <C>             <C>
GENERAL AND ADMINISTRATION EXPENSES
    General and administrative expenses                                     $    761,197    $    273,702
    Depreciation expenses                                                            886             129
                                                                            ------------    ------------

    Total general and administration expenses                                    762,083         273,831
                                                                            ------------    ------------

LOSS FROM OPERATIONS                                                            (762,083)       (273,831)
                                                                            ------------    ------------

OTHER (INCOME) EXPENSES
    Interest (income)                                                            (27,218)         (4,743)
    Interest expense                                                             146,702          86,250
    Liquidated damages                                                            25,000              --
    Amortization of discount on debt conversion                                  500,000         250,000
    Write-off of deferred financing costs                                      1,005,004              --
                                                                            ------------    ------------

    Total other (income) expenses                                              1,649,488         331,507
                                                                            ------------    ------------

LOSS BEFORE PROVISION FOR INCOME TAXES                                        (2,411,571)       (605,338)

PROVISION FOR INCOME TAXES                                                            --              --
                                                                            ------------    ------------

NET LOSS APPLICABLE TO COMMON SHARES                                        $ (2,411,571)   $   (605,338)
                                                                            ============    ============

NET LOSS PER COMMON SHARE
    Basic and diluted                                                       $      (0.02)   $      (0.00)
                                                                            ============    ============

WEIGHTED AVERAGE SHARES OUTSTANDING
    Basic and diluted                                                        123,315,251     123,115,799
                                                                            ============    ============
</TABLE>


                   The accompanying notes are an integral part
                   of these consolidated financial statements.

                                       F-4
<PAGE>
             MM2 GROUP, INC (F/K/A/ WIEN GROUP, INC.) AND SUBSIDIARY
                CONSOLIDATED STATEMENT OF STOCKHOLDERS' (DEFICIT)
                      FOR THE YEAR ENDED JUNE 30, 2006 AND
        FOR THE PERIOD DECEMBER 8, 2004 (INCEPTION) THROUGH JUNE 30, 2005


<TABLE><CAPTION>
                                                                                                                           Total
                                 Common Stock Class A          Common Stock Class B        Additional    Accumulated   Stockholders'
                              --------------------------    --------------------------      Paid In        Deficit        Deficit
                                 Shares         Amount         Shares         Amount        Capital       (restated)     (restated)
                              -----------    -----------    -----------    -----------    -----------    -----------    -----------
<S>                           <C>            <C>            <C>            <C>            <C>            <C>            <C>
Balance, December 8, 2004             100    $        --             --    $        --    $        --    $        --    $        --

Shares issued for cash         10,000,000          1,000     40,000,000          1,000             --             --          2,000
Loss for the period December
  8, 2004 (Inception) through
  June 30, 2005                        --             --             --             --             --       (345,338)      (345,338)
                              -----------    -----------    -----------    -----------    -----------    -----------    -----------
Balance, June 30, 2005, as
  originally reported          10,000,100          1,000     40,000,000          1,000             --       (345,338)      (343,338)

Conversion options                     --             --             --             --        750,000             --        750,000
Additional financing costs             --             --             --             --             --        (10,000)       (10,000)
Amortization of debt discount          --             --             --             --             --       (250,000)      (250,000)
                              -----------    -----------    -----------    -----------    -----------    -----------    -----------
Balance, June 30, 2005,
  restated                     10,000,100          1,000     40,000,000          1,000        750,000       (605,338)       146,662
                              -----------    -----------    -----------    -----------    -----------    -----------    -----------
Shares issued to Wien Group,
  Inc. shareholders prior to
  reverse merger                3,689,636         36,896             --             --        (36,896)            --             --
Net effect of reverse merge
  with MM2 Group, Inc         109,625,515        (36,896)   (30,000,000)            --         36,896             --             --
Reclass to temporary equity            --             --             --            (48)            --             --            (48)
Loss for the year ended June
  30, 2006                             --             --             --             --             --     (2,411,571)    (2,411,571)
                              -----------    -----------    -----------    -----------    -----------    -----------    -----------
Balance, June 30, 2006        123,315,251    $     1,000     10,000,000    $       952    $   750,000    $(3,016,909)   $(2,264,957)
                              ===========    ===========    ===========    ===========    ===========    ===========    ===========
</TABLE>


                   The accompanying notes are an integral part
                   of these consolidated financial statements

                                       F-5
<PAGE>
             MM2 GROUP, INC (F/K/A/ WIEN GROUP, INC.) AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      FOR THE YEAR ENDED JUNE 30, 2006 AND
        FOR THE PERIOD DECEMBER 8, 2004 (INCEPTION) THROUGH JUNE 30, 2005


<TABLE><CAPTION>
                                                                                2006            2005
                                                                            ------------    ------------
                                                                                              (restated)
<S>                                                                         <C>             <C>
CASH FLOW FROM OPERATING ACTIVITIES
    Net loss                                                                $ (2,411,571)   $   (605,338)
    Adjustments to reconcile net loss to net cash
   (used in) operating activities
       Depreciation                                                                  886             129
       Amortization of discount on debt conversion                               500,000         250,000
       Write-off of deferred financing costs                                   1,005,004              --
    Changes in certain assets and liabilities:
       Prepaid expenses                                                          (43,026)        (88,390)
       Accounts payable and accrued liabilities                                  145,988          35,292
       Due to related parties                                                    273,074         194,981
                                                                            ------------    ------------
    Total cash (used in) operating activities                                   (529,645)       (213,326)
                                                                            ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of property and equipment                                              (556)         (3,875)
                                                                            ------------    ------------
    Total cash (used in) investing activities                                       (556)         (3,875)
                                                                            ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES
    Net proceeds from sale of convertible debentures                                  --       1,250,000
    Net proceeds from sale of common stock                                            --           2,000
                                                                            ------------    ------------
    Total cash provided by financing activities                                       --       1,252,000
                                                                            ------------    ------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                            (530,201)      1,034,799

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD/YEAR                           1,034,799              --
                                                                            ------------    ------------

CASH AND CASH EQUIVALENTS - END OF PERIOD/YEAR                              $    504,598    $  1,034,799
                                                                            ============    ============

SUPPLEMENTAL CASH FLOW INFORMATION
----------------------------------
Cash paid during the period/year for:
    Interest expense                                                        $     83,333    $     41,667
                                                                            ============    ============
    Income taxes                                                            $         --    $         --
                                                                            ============    ============
</TABLE>
                   The accompanying notes are an integral part
                   of these consolidated financial statements.

                                       F-6
<PAGE>
             MM2 GROUP, INC (F/K/A/ WIEN GROUP, INC.) AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                      FOR THE YEAR ENDED JUNE 30, 2006 AND
          THE PERIOD DECEMBER 8, 2004 (INCEPTION) THROUGH JUNE 30, 2005



SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING AND INVESTING ACTIVITIES

For the year ended June 30, 2006:
---------------------------------

On June 24, 2005, the Company's Board of Directors declared a one-for-one stock
dividend of the common stock payable on July 29, 2005 to shareholders of record
as of July 11, 2005. The Company issued 3,689,636 shares.

On October 19, 2005, the Company issued a total of 115,933,332 shares of Class A
Common Stock and 10,000,000 shares of Class B Common Stock to Mr. Mahoney and
Mr. Meller pursuant to the terms of the Acquisition Agreement in exchange for
the outstanding shares of Old MM2's Class A Common Stock and Class B Common
Stock.
































                   The accompanying notes are an integral part
                   of these consolidated financial statements.

                                       F-7
<PAGE>
            MM2 GROUP, INC. (F/K/A/ WIEN GROUP, INC.) AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
        FOR THE YEAR ENDED JUNE 30, 2006 AND THE PERIOD DECEMBER 8, 2004
                        (INCEPTION) THROUGH JUNE 30, 2005


NOTE 1 - DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Description of business
-----------------------
MM2 Group, Inc. ("MM2", or the "Company"), was incorporated in New York on March
18, 1968 under the name John DeNegris Associates, Inc. In 1974, John DeNegris
Associates, Inc. changed its name to Wien Group, Inc. ("Wien (NY)"). Wien (NY)
conducted a public relations business and traded in the public market until
December 1991 when the corporation ceased operations. Wien (NY) remained
inactive until September 1998 when it reacquired its good standing status with
the State of New York. Wien (NY) did not conduct any business prior to July
2001, at which time it initiated its business of providing corporate financial
advisory services to small and emerging companies that require advisory services
to continue their growth within their respective industries. Wien (NY) primarily
focused on the manufacturing, retail, music & entertainment, and health care
industries. These services include: general corporate finance, merger and
acquisition advisory services, consulting on overall corporate strategy,
facilitating asset-based lending, and arranging equipment leasing contracts.

On September 23, 2005, Wien (NY) reincorporated in the state of New Jersey
pursuant to a Plan and Agreement of Merger. Pursuant to such Plan and Agreement
of Merger, Wien (NY) merged with and into its wholly owned subsidiary ("Wien
(NJ)") with Wien (NJ) being the surviving entity. Wien (NJ)'s charter provided
for the authorization of Class A Common Stock (the "Wien (NJ) Class A Common"),
Class B Common Stock ("Wien (NJ) Class B Common"), and Preferred Stock ("Wien
(NJ) Preferred"). Pursuant to the Plan and Agreement of Merger, each holder of
Wien (NY)'s Common Stock received one share of Wien (NJ) Class A Common in
exchange for each share of such holder's Common Stock.

On October 12, 2005, Wien (NJ)'s name was changed to MM2 Group, Inc.

On October 19, 2005, Wien (NJ) completed its previously disclosed acquisition
(the "Acquisition") of all of the outstanding shares of MM2 Group, Inc., a New
Jersey corporation ("OldMM2"). The Acquisition was effected pursuant to the
terms of the Acquisition Agreement dated July 8, 2005 (the "Acquisition
Agreement") between Wien (NY), Wien (NJ), Stephen Wien, OldMM2 and the
stockholders of OldMM2 as of the date of the Acquisition Agreement. Prior to the
closing of the Acquisition, certain terms and conditions of the Acquisition
Agreement were amended by the parties thereto. The primary changes were to (i)
allow fractional shares of Wien (NJ) to be issued in connection with the
Acquisition (ii) correctly state the authorized capital stock of Wien (NJ) and
Wien (NY) and (iii) specify the authorized stock of Wien (NJ) following the
reincorporation.

The Company had nominal operations immediately before and after the Acquisition.
OldMM2 was a corporation formed on December 8, 2004. Other than the Acquisition,
no significant business activity has been conducted by OldMM2 from the date of
its creation to the date of the consummation of the Acquisition. The primary
activity of OldMM2 involved seeking merger or acquisition candidates with whom
it could either merge or acquire.

The Company is publicly traded and is currently traded on the NASD Over The
Counter Bulletin Board ("OTCBB") under the symbol "MMGP".

                                       F-8
<PAGE>
            MM2 GROUP, INC. (F/K/A/ WIEN GROUP, INC.) AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
        FOR THE YEAR ENDED JUNE 30, 2006 AND THE PERIOD DECEMBER 8, 2004
                        (INCEPTION) THROUGH JUNE 30, 2005


NOTE 1 - DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (CONTINUED)

Basis of presentation
---------------------
The acquisition was accounted for as a reverse merger under the purchase method
of accounting. Accordingly, MM2 Group, Inc. will be treated as the continuing
entity for accounting purposes. The accompanying financial statements include
the accounts of Old MM2, Wien (NY) and its wholly owned subsidiary Wien (NJ).
These consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States for financial
information and with the instructions to Form 10-KSB and Regulation S-B. In the
opinion of management, all adjustments (consisting only of normal recurring
adjustments) considered necessary for a fair presentation have been included.

The result of operations for the year ending June 30, 2006 and for the period
December 8, 2004 (Inception) through June 30, 2005, are not necessarily
indicative of the results to be expected for the full year. References to the
"Company," "we," "us" and "our" refer to MM2 Group Inc.

Principles of Consolidation
---------------------------
The accompanying consolidated financial statements include the accounts of the
Company and its wholly owned subsidiary. All significant inter-company
transactions and accounts have been eliminated in consolidation.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates
----------------
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America 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 revenue and expenses during
the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents
-------------------------
The Company considers all highly liquid investments purchased with original
maturities of three months or less to be cash equivalents. The Company had cash
equivalents at June 30, 2006 and 2005 of $504,598 and $1,034,799, respectively.
The cash equivalents represent investments in Triple A credit rated money market
funds that have 7-day auction rates competitive with current market conditions.

Concentration of Credit Risk
----------------------------
The Company places its cash in what it believes to be credit-worthy financial
institutions. However, cash balances exceeded FDIC insured levels at various
times during the year. The Company has uninsured cash balances at June 30, 2006
and 2005 of $424,090 and $1,004,743, respectively.

                                       F-9
<PAGE>
            MM2 GROUP, INC. (F/K/A/ WIEN GROUP, INC.) AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
        FOR THE YEAR ENDED JUNE 30, 2006 AND THE PERIOD DECEMBER 8, 2004
                        (INCEPTION) THROUGH JUNE 30, 2005


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Property and Equipment
----------------------
Property and equipment is stated at cost. Depreciation is computed using the
straight-line method based upon the estimated useful lives of the assets,
generally five to seven years. Maintenance and repairs are charged to expense as
incurred.

Income Taxes
------------
The Company accounts for income taxes in accordance with Statements of Financial
Accounting Standards No. 109, "Accounting for Income Taxes," which requires an
asset and liability approach to financial accounting and reporting for income
taxes. Deferred income taxes and liabilities are computed annually for
differences between the financial statement and the tax basis of assets and
liabilities that will result in taxable or deductible amounts in the future
based on enacted tax laws and rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation allowances are
established when necessary to reduce deferred tax assets to the amount expected
to be realized.

Financing Costs
---------------
Financing costs consist primarily of professional fees and various paid
commissions relating to the issuance of the Company's convertible debentures and
equity credit lines. These costs are amortized over the life of the loan, or
charged to equity, as incurred.

Debt Issue Costs
----------------
Debt issue costs represent the estimated cost of the conversion discount feature
relating to the issuance of the Company's convertible debentures. These costs
are charged to expense and the value is based on the fair value of the
beneficial conversion features of the convertible debt as measured at the date
of issuance in accordance with Emerging Issues Task Force (EITF) Issue 98-5.

Fair Value of Financial Instruments
-----------------------------------
The Company estimates that the fair value of all financial instruments at June
30, 2006 and 2005, as defined in FASB 107, does not differ materially from the
aggregate carrying values of its financial instruments recorded in the
accompanying consolidated balance sheets. The estimated fair value amounts have
been determined by the Company using available market information and
appropriate valuation methodologies. Considerable judgment is required in
interpreting market data to develop the estimates of fair value, and
accordingly, the estimates are not necessarily indicative of the amounts that
the Company could realize in a current market exchange.

                                      F-10
<PAGE>
            MM2 GROUP, INC. (F/K/A/ WIEN GROUP, INC.) AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
        FOR THE YEAR ENDED JUNE 30, 2006 AND THE PERIOD DECEMBER 8, 2004
                        (INCEPTION) THROUGH JUNE 30, 2005


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Share-Based Payment
-------------------
On December 16, 2004, the Financial Accounting Standards Board ("FASB")
published Statement of Financial Accounting Standards No. 123 (Revised 2004),
Share-Based Payment ("SFAS 123R"). SFAS 123R requires that compensation cost
related to share-based payment transactions be recognized in the financial
statements. Share-based payment transactions within the scope of SFAS 123R
include stock options, restricted stock plans, performance-based awards, stock
appreciation rights, and employee share purchase plans. The provisions of SFAS
123R are effective for small business issuers as of the first interim period
that begins after December 15, 2005. Accordingly, the Company has implemented
the revised standard in the quarter ending December 31, 2005. The adoption of
FAS 123R has not had any effect on the financial statements of the Company.

The Company measures compensation expense for its non-employee stock-based
compensation under the Financial Accounting Standards Board (FASB) Emerging
Issues Task Force (EITF) Issue No. 96-18, "ACCOUNTING FOR EQUITY INSTRUMENTS
THAT ARE ISSUED TO OTHER THAN EMPLOYEES FOR ACQUIRING, OR IN CONJUNCTION WITH
SELLING, GOODS OR SERVICES". The fair value of the option issued is used to
measure the transaction, as this is more reliable than the fair value of the
services received. Fair value is measured as the value of the Company's common
stock on the date that the commitment for performance by the counterparty has
been reached or the counterparty's performance is complete. The fair value of
the equity instrument is charged directly to compensation expense and additional
paid-in capital.

Basic and Diluted Earnings Per Common Share
-------------------------------------------
SFAS No. 128, "Earnings Per Share" requires presentation of basic earnings per
share ("basic EPS") and diluted earnings per share ("diluted EPS").

The computation of basic EPS is computed by dividing income (loss) available to
common stockholders by weighted average number of common shares during the
period. Diluted earnings per share gives effect to all dilutive potential common
shares outstanding during the period. The computation of diluted EPS does not
assume conversion, exercise, or contingent exercise of securities that would
have an anti-dilutive effect on earnings resulting from the Company's net loss
position.

On June 24, 2005, the Company's Board of Directors declared a 1 for 1 stock
dividend whereby, on July 29, 2005, each holder of record of common stock as of
July 11, 2005, would receive one additional share of common stock for each share
then held. For purposes of calculating the weighted average shares outstanding
used in the earnings per share calculation, the stock dividend has been
retroactively applied for the year ended June 30, 2006 and for the period
December 8, 2004 (Inception) through June 30, 2005.

                                      F-11
<PAGE>
            MM2 GROUP, INC. (F/K/A/ WIEN GROUP, INC.) AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
        FOR THE YEAR ENDED JUNE 30, 2006 AND THE PERIOD DECEMBER 8, 2004
                        (INCEPTION) THROUGH JUNE 30, 2005


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

On October 19, 2005, the Company issued 115,933,332 shares of Class A Common
stock to shareholders of Old MM2 pursuant to the terms of the Acquisition
Agreement. For purposes of calculating the weighted average shares outstanding
used in the earnings per share calculation, these shares have been retroactively
applied for the year ended June 30, 2006 and for the period December 8, 2004
(Inception) through June 30, 2005.

The shares used in the computations are as follows:
                                                                December 8, 2004
                                             For the year         (Inception)
                                             Ended June 30,     Through June 30,
                                                 2006                2005
                                             -------------       -------------
Average shares outstanding for
Basic and diluted earnings per share           123,315,251         123,115,799
                                             =============       =============

The company had common stock equivalents of 20,750,000 and 750,000 at June 30,
2006 and June 30, 2005, respectively.

Recent Accounting Pronouncement
-------------------------------
On December 16, 2004, the Financial Accounting Standards Board ("FASB")
published Statement of Financial Accounting Standards No. 123 (Revised 2004),
Share-Based Payment ("SFAS 123R"). SFAS 123R requires that compensation cost
related to share-based payment transactions be recognized in the financial
statements. Share-based payment transactions within the scope of SFAS 123R
include stock options, restricted stock plans, performance-based awards, stock
appreciation rights, and employee share purchase plans. The provisions of SFAS
123R are effective for small business issuers as of the first interim period
that begins after December 15, 2005. Accordingly, the Company will implement the
revised standard in the first quarter of fiscal year 2006. The Company issued
warrants during the reporting periods, and as such, applied FAS 123R and EITF
96-18 in reporting these transactions on the Company's financial statements.

In December 2004, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 151, "Inventory Costs."
SFAS No. 151 requires abnormal amounts of inventory costs related to idle
facility, freight handling and wasted material expenses to be recognized as
current period charges. Additionally, SFAS No. 151 requires that allocation of
fixed production overheads to the costs of conversion be based on the normal
capacity of the production facilities. The standard is effective for fiscal
years beginning after June 15, 2005. The adoption of SFAS No. 151 did not have
an impact on the Company's financial position or results of operations.

                                      F-12
<PAGE>
            MM2 GROUP, INC. (F/K/A/ WIEN GROUP, INC.) AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
        FOR THE YEAR ENDED JUNE 30, 2006 AND THE PERIOD DECEMBER 8, 2004
                        (INCEPTION) THROUGH JUNE 30, 2005


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections." SFAS No. 154 replaces Accounting Principles Board ("APB") Opinion
No. 20, "Accounting Changes" and SFAS No. 3, "Reporting Accounting Changes in
Interim Financial Statements." SFAS No. 154 requires retrospective application
to prior periods' financial statements of a voluntary change in accounting
principle unless it is impracticable. APB No. 20 previously required that most
voluntary changes in accounting principle be recognized by including the
cumulative effect of changing to the new accounting principle in net income in
the period of the change. SFAS No. 154 is effective for accounting changes and
corrections of errors made in fiscal years beginning after December 15, 2005.
The adoption of SFAS No. 154 did not have an impact on the Company's financial
position or results of operations.

In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid
Financial Instruments, an amendment of FASB Statements No. 133 and 140." SFAS
No. 155 resolves issues addressed in SFAS No. 133 Implementation Issue No. D1,
"Application of Statement 133 to Beneficial Interests in Securitized Financial
Assets," and permits fair value remeasurement for any hybrid financial
instrument that contains an embedded derivative that otherwise would require
bifurcation, clarifies which interest-only strips and principal-only strips are
not subject to the requirements of SFAS No. 133, establishes a requirement to
evaluate interests in securitized financial assets to identify interests that
are freestanding derivatives or that are hybrid financial instruments that
contain an embedded derivative requiring bifurcation, clarifies that
concentrations of credit risk in the form of subordination are not embedded
derivatives and 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 financial
instrument. SFAS No. 155 is effective for all financial instruments acquired or
issued after the beginning of the first fiscal year that begins after September
15, 2006. The Company is currently evaluating the effect the adoption of SFAS
No. 155 will have on its financial position or results of operations.

In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of
Financial Assets", an amendment of FASB Statement No. 140. SFAS No. 156 requires
an entity to recognize a servicing asset or liability each time it undertakes an
obligation to service a financial asset by entering into a servicing contract
under a transfer of the servicer's financial assets that meets the requirements
for sale accounting, a transfer of the servicer's financial assets to a
qualified special-purpose entity in a guaranteed mortgage securitization in
which the transferor retains all of the resulting securities and classifies them
as either available-for-sale or trading securities in accordance with SFAS No.
115, "Accounting for Certain Investments in Debt and Equity Securities" and an
acquisition or assumption of an obligation to service a financial asset that
does not relate to financial assets of the servicer or its consolidated
affiliates. Additionally, SFAS No. 156 requires all separately recognized
servicing assets and servicing liabilities to be initially measured at fair
value, permits an entity to choose either the use of an amortization or fair
value method for subsequent measurements, permits

                                      F-13
<PAGE>
            MM2 GROUP, INC. (F/K/A/ WIEN GROUP, INC.) AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
        FOR THE YEAR ENDED JUNE 30, 2006 AND THE PERIOD DECEMBER 8, 2004
                        (INCEPTION) THROUGH JUNE 30, 2005


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

at initial adoption a one-time reclassification of available-for-sale securities
to trading securities by entities with recognized servicing rights and requires
separate presentation of servicing assets and liabilities subsequently measured
at fair value and additional disclosures for all separately recognized servicing
assets and liabilities. SFAS No. 156 is effective for transactions entered into
after the beginning of the first fiscal year that begins after September 15,
2006. The Company is currently evaluating the effect the adoption of SFAS No.
156 will have on its financial position or results of operations.

NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment is summarized as follows:

                                               June 30,            June 30,
                                                 2006                2005
                                             ------------        ------------
    Equipment                                $      4,431        $      3,875
    Less: Accumulated depreciation                  1,015                 129
                                             ------------        ------------
    Property and equipment, net              $      3,416        $      3,746
                                             ============        ============

Depreciation expense for the year ended June 30, 2006 and for the period
December 8, 2004 (Inception) through June 30, 2005 was $886 and $129,
respectively.

NOTE 4 - INCOME TAXES

The reconciliation of the effective income tax rate to the Federal statutory
rate is as follows:

    Federal Income Tax Rate                         (34.0)%
    Deferred Tax Charge (Credit)                       --
    Effect on Valuation Allowance                    38.1%
    State Income Tax, Net of Federal Benefit         (4.1)%
                                             ------------
    Effective Income Tax Rate                         0.0%
                                             ============

As of June 30, 2006, the Company has net operating loss carry forwards of
approximately $3,000,000 that can be utilized to offset future taxable income
for Federal income tax purposes through 2026. Utilization of these net loss
carry forwards is subject to the limitations of Internal Revenue Code Section
382. Because of the current uncertainty of realizing the benefit of the tax
carry forward, a valuation allowance equal to the tax benefit for deferred taxes
has been established. The full realization of the tax benefit associated with
the carry forward depends predominantly upon the Company's ability to generate
taxable income during the carry forward period.

                                      F-14
<PAGE>
            MM2 GROUP, INC. (F/K/A/ WIEN GROUP, INC.) AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
        FOR THE YEAR ENDED JUNE 30, 2006 AND THE PERIOD DECEMBER 8, 2004
                        (INCEPTION) THROUGH JUNE 30, 2005


NOTE 4 - INCOME TAXES (CONTINUED)

Deferred tax assets and liabilities reflect the net tax effect of temporary
differences between the carrying amount of assets and liabilities for financial
reporting purposes and amounts used for income tax purposes. Significant
components of the Company's deferred tax assets and liabilities are summarized
as follows:

                                              At June 30,         At June 30,
                                                 2006                2005
                                             ------------        ------------
    Deferred tax asset                       $  1,100,000        $     82,500
    Less:  Valuation allowance                 (1,100,000)            (82,500)
                                             ------------        ------------
    Net deferred tax assets                  $                   $         --
                                             ============        ============

Net operating loss carry forwards expire starting in 2025 through 2026.

NOTE 5 - RELATED PARTY TRANSACTIONS

As of June 30, 2006, the Company has accrued $468,055 of deferred compensation
for the Chairman and the President of the Company. These deferrals will remain
unpaid until the Board of Directors determines that the Company has sufficient
liquidity to make such payments. The Chairman and the President of the Company
have further agreed, however, to accept payment or partial payment, from time to
time, in the form of the Company's Class A Common Stock and/or the Company's
Class B Company Stock, at such time as the Board of Directors determines to
issue such shares in satisfaction of these accrued liabilities.

On June 1, 2005, the Company entered into a sub-lease of an office at 750
Highway 34, Matawan, NJ with iVoice, Inc. The rent is on a month-to-month basis
for $350 per month, and may be increased from time to time to pass on increases
in rent and utilities paid by iVoice, Inc.

NOTE 6 - TEMPORARY EQUITY

As of June 30, 2006, the Company does not have sufficient quantity of authorized
Class A common stock to meet it potential obligations for conversions of the
Class B common stock, the Cornell Secured Convertible Debentures and the Cornell
Warrants. The Class B common stock is convertible into approximately 286 million
shares of Class A common stock. The Cornell Secured Convertible Debentures are
convertible into approximately 30 million shares of Class A common stock. The
Cornell Warrants are convertible into approximately 21 million shares of Class A
common stock. The accounts due to related parties are convertible into
approximately 13 million shares of Class A common stock. The aggregate amount of
shares outstanding and those due upon these conversions is in excess of 473
million, which exceeds the 450 million authorized in the Certificate of
Incorporation. As such, this account has been reclassified to temporary equity
until the situation can be resolved. Management intends to remedy this situation
by increasing the number of authorized shares with the consent of the
shareholders.

                                      F-15
<PAGE>
            MM2 GROUP, INC. (F/K/A/ WIEN GROUP, INC.) AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
        FOR THE YEAR ENDED JUNE 30, 2006 AND THE PERIOD DECEMBER 8, 2004
                        (INCEPTION) THROUGH JUNE 30, 2005


NOTE 7 - STOCKHOLDERS' DEFICIT

In accordance with its Certificate of Incorporation as filed on July 7, 2005,
the Company is authorized to issue 1,000,000 shares of Preferred stock, $1.00
par value, 450,000,000 shares of Class A common stock, no par value; and
50,000,000 shares of Class B Common Stock, no par value.

PREFERRED STOCK

Preferred Stock consists of 1,000,000 shares of authorized preferred stock with
$1.00 par value. As of June 30, 2006 and 2005, no shares were issued or
outstanding.

CLASS A COMMON STOCK

Class A Common Stock consists of the following as of June 30, 2006: 450,000,000
shares of authorized common stock with no par value, 123,315,251 shares were
issued and outstanding. Each holder of Class A common stock is entitled to
receive ratably dividends, if any, as may be declared by the Board of Directors
out of funds legally available for the payment of dividends. The Company has
never paid any dividends on its common stock and does not contemplate doing so
in the foreseeable future. The Company anticipates that any earnings generated
from operations will be used to finance the growth objectives.

For the year ended June 30, 2006, the Company had the following transactions in
its Class A common stock:

     On June 24, 2005, the Company's Board of Directors declared a one-for-one
     stock dividend of the common stock payable on July 29, 2005 to shareholders
     of record as of July 11, 2005. Wien issued 3,689,636 shares.

     On October 19, 2005, the Company issued a total of 115,933,332 shares of
     Class A Common Stock to Mr. Mahoney and Mr. Meller pursuant to the terms of
     the Acquisition Agreement in exchange for the outstanding shares of Old
     MM2's Class A Common Stock.

For the period December 8, 2004 (Inception) through June 30, 2005, the Company
had the following transactions in its Class A common stock:

     On March 24, 2005, the Company sold 10,000,000 shares Old MM2's Class A
     Common Stock to Mr. Mahoney and Mr. Meller for $1,000 as initial
     capitalization of the Old MM2.

                                      F-16
<PAGE>
            MM2 GROUP, INC. (F/K/A/ WIEN GROUP, INC.) AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
        FOR THE YEAR ENDED JUNE 30, 2006 AND THE PERIOD DECEMBER 8, 2004
                        (INCEPTION) THROUGH JUNE 30, 2005


NOTE 7 - STOCKHOLDERS' DEFICIT (CONTINUED)

CLASS B COMMON STOCK

As of June 30, 2006, Class B Common Stock consisted of 50,000,000 shares of
authorized common stock with no par value, 10,000,000 shares were issued and
outstanding. Class B stock has voting rights of 100 to 1 with respect to Class A
Common Stock. Class B common stockholders are entitled to receive dividends in
the same proportion as the Class B Common Stock conversion and voting rights
have to Class A Common Stock. A holder of Class B Common Stock has the right to
convert each share of Class B Common Stock into the number of shares of Class A
Common Stock determined by dividing the number of Class B Common Stock being
converted by a 50% discount of the lowest price that the Company had ever issued
its Class A Common Stock. Upon the liquidation, dissolution, or winding-up of
the Company, holders of Class B Common Stock will be entitled to receive
distributions.

For the year ended June 30, 2006, the Company had the following transactions in
its Class B common stock:

     On October 19, 2005, the Company issued a total of 10,000,000 shares of
     Class B Common Stock to Mr. Mahoney and Mr. Meller pursuant to the terms of
     the Acquisition Agreement in exchange for the outstanding shares of Old
     MM2's Class B Common Stock.

For the period December 8, 2004 (Inception) through June 30, 2005, the Company
had the following transactions in its Class B common stock:

     On March 24, 2005, the Company sold 40,000,000 shares Old MM2's Class B
     Common Stock to Mr. Mahoney and Mr. Meller for $1,000 as initial
     capitalization of the Old MM2.








                                      F-17
<PAGE>
            MM2 GROUP, INC. (F/K/A/ WIEN GROUP, INC.) AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
        FOR THE YEAR ENDED JUNE 30, 2006 AND THE PERIOD DECEMBER 8, 2004
                        (INCEPTION) THROUGH JUNE 30, 2005


NOTE 8 - WARRANTS

On April 1, 2005, the Company sold to Cornell Capital a warrant to purchase
750,000 shares of its common stock for a purchase price of $10. The exercise
price shall be the average of the volume weighted average prices of the
Company's Common Stock, as quoted by Bloomberg, LP for the first five (5)
trading days after the Company's Common Stock becomes listed on the OTC Bulletin
Board. Concurrent with the closing of the Acquisition Agreement, the exercise
price was established to be $.07 per share, which represented the most current
trading price for the common shares. The warrants were vested immediately and
expire two years from the date of issue. The fair value of $40,192 was estimated
at October 19, 2005 using the Black-Scholes option-pricing model with the
following weighted-average assumptions: dividend yield of 0%; expected
volatility of 191%; risk-free interest rates of 4.00%; and expected life of 1.5
years. The expense was charged to financing costs in the same period.

On March 16, 2006, the Company issued to Cornell Capital a warrant to purchase
20,000,000 shares of its common stock pursuant to the Waiver and Extension
Agreement between the Company and Cornell Capital Partners. The exercise price
is $.05 per share (and may be subsequently adjusted if the Company issued or
sold, or is deemed to have issued or sold, any shares of the Company's Common
Stock at a lower price). The warrants were vested immediately and expire five
years from the date of issue. The fair value of $964,812 was estimated at date
of grant using the Black-Scholes option-pricing model with the following
weighted-average assumptions: dividend yield of 0%; expected volatility of 185%;
risk-free interest rates of 4.00%; and expected life of 5 years. The expense was
charged to financing costs in the same period.

NOTE 9 - CONVERTIBLE DEBENTURES PAYABLE

On April 1, 2005, the Company entered into a Securities Purchase Agreement, a 5%
Secured Convertible Debenture and an Investor Registration Rights Agreement with
Cornell Capital Partners, LP ("Cornell"). According to the terms of these
agreements, Cornell shall purchase a minimum of $2,500,000 of 5% secured
convertible debentures, which shall be convertible into shares of the Company's
Class A common stock, of which $1,250,000 shall be funded within 5 days of the
1st closing. Interest on the outstanding principal balance of the secured
convertible debentures accrues at the annual rate of 5%. Interest payments on
the outstanding principal balance are due and payable monthly commencing on May
1, 2005. Principal payments are due and payable monthly, in arrears, commencing
on the earlier of i) the date the registration statement is declared effective
by the United States Securities and Exchange Commission or ii) 4 months from the
date of the agreement. The Company has the option to redeem a portion or all of
the outstanding debentures at 120% of the amount redeemed plus accrued interest.
The holder shall be entitled to convert up to 15% of the secured convertible
debentures into the Company's Class A Common Stock at a price equal to twenty
percent (20%) of the weighted average price of the Class A Common Stock for the
first five trading days after the Company Stock becomes listed on the OTC
Bulletin Board, which was determined to be $.07 per share. The holder shall also
be entitled to convert the balance of the debenture at $.07 per share.


                                      F-18
<PAGE>
            MM2 GROUP, INC. (F/K/A/ WIEN GROUP, INC.) AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
        FOR THE YEAR ENDED JUNE 30, 2006 AND THE PERIOD DECEMBER 8, 2004
                        (INCEPTION) THROUGH JUNE 30, 2005


NOTE 9 - CONVERTIBLE DEBENTURES PAYABLE (CONTINUED)

The intrinsic value of the beneficial conversion feature is valued at $750,000
at June 30, 2006 and is recorded as additional paid-in capital. This intrinsic
value was amortized over the term of the original debenture (9 months).

In the event of a default, the full principal amount of this Debenture, together
with interest and other amounts owing, shall be due and payable in cash,
provided however, the Holder may request payment of such amounts in Common Stock
of the Obligor. The Holder may convert all debentures outstanding and accrued
interest thereon into shares of Common Stock at a conversion price of ten
percent (10%) of the average of the volume weighted average price of the Class A
Common Stock for the first five trading days after the Company Stock becomes
listed on the OTC Bulletin Board. A Holder may not convert this Debenture or
receive shares of Common Stock as payment of interest hereunder to the extent
such conversion or receipt of such interest payment would result in the Holder
beneficially owning in excess of 4.9% of the then issued and outstanding shares
of Common Stock, including shares issuable upon conversion of, and payment of
interest on, this Debenture.

Pursuant to the terms of the Investor Registration Rights Agreement with
Cornell, the Company was to file a registration statement with the SEC within
seventy five (75) calendar days and to use its best efforts to have the Initial
Registration Statement declared effective by the SEC no later than one hundred
eighty (180) calendar days after the date of the agreement. In the event of
default of the registration rights agreement, the Company will pay liquidated
damages, either in cash or shares of the Company's Common Stock, at 2% of the
liquidated value of the Convertible Debentures outstanding for each thirty (30)
day period after the Scheduled Filing Deadline or the Scheduled Effective
Deadline as the case may be. Any Liquidated Damages payable hereunder shall not
limit, prohibit or preclude the Investor from seeking any other remedy available
to it under contract, at law or in equity.

On March 17, 2006, the Company entered into a Waiver and Extension Agreement and
an Amended Investor Registration Right Agreement with Cornell Capital to extend
the maturity date of the debenture for an additional 6 months from January 1,
2006 to July 1, 2006 and further agree that the maturity date shall be further
extended for an additional 6 months. The Amended Investor Registration Rights
Agreement also reset the deadline for filing the Initial Registration Statement
with the SEC until June 16, 2006 and for the Company to use its best efforts to
have the Initial Registration Statement declared effective by the SEC no later
than July 14, 2006, and if the Company fails to file the Registration Statement
by the Scheduled Filing Deadline, the Company shall pay the Investors one (1)
month of liquidated damages. The Waiver and Extension Agreement also provides
that Cornell will waive any Event of Default that may have occurred prior to the
date hereof solely due to the failure of the Company to pay monies owed under
the terms of the debenture and to waive any claim to liquidated damages owed by
the Company to Cornell pursuant to the terms of the Registration Rights
Agreement. As of June 30,

                                      F-19
<PAGE>
            MM2 GROUP, INC. (F/K/A/ WIEN GROUP, INC.) AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
        FOR THE YEAR ENDED JUNE 30, 2006 AND THE PERIOD DECEMBER 8, 2004
                        (INCEPTION) THROUGH JUNE 30, 2005


2006, the Company has recorded $25,000 for liquated damages as default for
failing to file the Initial Registration Statement with the SEC.

NOTE 9 - CONVERTIBLE DEBENTURES PAYABLE (CONTINUED)

In consideration for the above, the Company issued to Cornell a warrant to
purchase 20,000,000 shares of the Company's class A common stock for a period of
5 years at an exercise price of $0.05 per share (See Note 8). The shares of
Common Stock to be issued upon exercise of the Warrant shall be registered in
accordance with the Registration Rights Agreement (or as subsequently amended).
The Company's failure to register such shares of Common Stock shall be an Event
of Default under the Convertible Debentures issued under the Securities Purchase
Agreement dated April 1, 2005 (or as subsequently amended).

NOTE 10 - COMMITMENTS AND CONTINGENCIES

The Company entered into two employment agreements with Jerome Mahoney, its
non-executive Chairman of the Board and Mark Meller, its President and Board
Member, as of December 15, 2004. Each of the employment agreements is for a term
through March 31, 2011 and provides for annual compensation of $200,000 with an
annual increase of 10%. In addition, each executive shall be entitled to Company
sponsored fringe benefits and annual bonuses in accordance with the Company
policies and plans in effect for Executive officers of the Company. The
executives shall also be granted stock options under the Company's stock option
plan as adopted by the Board of Directors and the shareholders of the Company.
The executives will each receive a $750,000 bonus for the successful completion
of the registration of the Company's stock on Form S-1, SB-2 and any other such
form of registration statement declared effective by the Securities and Exchange
Commission. This bonus shall be paid in a lump sum on the date the registration
statement is declared effective, or alternately, at the discretion of the
Company and with the agreement of the Executive, in shares of the Company's
Class B Common Stock.

On June 1, 2005, the Company entered into a sub-lease of an office at 750
Highway 34, Matawan, NJ with iVoice, Inc. The rent is on a month-to-month basis
for $350 per month, and may be increased from time to time to pass on increases
in rent and utilities paid by iVoice, Inc.







                                      F-20
<PAGE>
            MM2 GROUP, INC. (F/K/A/ WIEN GROUP, INC.) AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
        FOR THE YEAR ENDED JUNE 30, 2006 AND THE PERIOD DECEMBER 8, 2004
                        (INCEPTION) THROUGH JUNE 30, 2005


NOTE 11 - GOING CONCERN

The accompanying consolidated financial statements have been prepared in
conformity with accounting principles generally accepted in the United States of
America, which contemplates continuation of the Company as a going concern.

The Company has suffered recurring losses and experiences a deficiency of cash
flow from operations. These matters raise substantial doubt about the Company's
ability to continue as a going concern. The recoverability of a major portion of
the recorded asset amounts shown in the accompanying consolidated balance sheet
is dependent upon continued operations of the Company, which in turn, is
dependent upon the Company's ability to raise capital and/or generate positive
cash flows from operations.

The Company is actively evaluating business combinations, through mergers or
acquisitions, that will provide sales growth potential and positive cash flows.
As an example, on September 21, 2006, the Company completed the acquisition of
Genotec Nutritionals, Inc, a New York based manufacturer and distributor of
nutritional supplements and vitamins. Management believes that this is an
excellent opportunity to enter into the Nutraceuticals Market by acquiring an
existing company with an established customer base.

These consolidated financial statements do not include any adjustments relating
to the recoverability and classification of recorded assets, or the amounts and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.





















                                      F-21
<PAGE>
            MM2 GROUP, INC. (F/K/A/ WIEN GROUP, INC.) AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
        FOR THE YEAR ENDED JUNE 30, 2006 AND THE PERIOD DECEMBER 8, 2004
                        (INCEPTION) THROUGH JUNE 30, 2005


NOTE 12 - SUBSEQUENT EVENTS

On July 20, 2006, the Company entered into a Termination Agreement with Cornell
Capital to terminate the Standby Equity Distribution Agreement, the Registration
Rights Agreement, the Escrow Agreement and the Placement Agent Agreement all of
which are dated April 1, 2005. In exchange for the Termination Agreement, the
Company issued 5,000,000 shares of the Company's Class A Common Stock, which
represents full satisfaction of the commitment shares under the Standby Equity
Distribution Agreement.

On July 20, 2006, the Company entered into a various agreement with Cornell
Capital to replace and/or amend and restate the Securities Agreement, the
Securities Registration Rights Agreement, the Secured Convertible Debentures,
the Warrants to Purchase Common Stock agreement and the Investor Registration
Rights Agreement, to extend the terms and due dates of same agreements dated
April 1, 2005.

On September 5, 2006, the Company issued 600,000 shares of its Class A Common
Stock as compensation to Stephen Wien for services provided during the year
ended June 30, 2006.

On September 14, 2006, the Company announced that it had formed a strategic
alliance with UTEK Corporation to identify synergistic technology acquisition
opportunities in the future. As part of the agreement, the Company issued
1,411,765 shares of its Class A Common Stock as compensation to UTEK
Corporation.

On September 21, 2006, the Company completed the previously announced
acquisition of Genotec Nutritionals, Inc, a New York based manufacturer and
distributor of nutritional supplements and vitamins. The Company issued
10,000,000 shares of its Class A Common Stock as part of the purchase price. The
Company also purchased $75,000 of Series A Preferred Convertible Stock of the
newly formed subsidiary Genotec Acquisition Corporation that was set up by the
Company to acquire the assets of Genotec Nutritionals. These funds represent
working capital for the new subsidiary.

NOTE 13 - RESTATEMENT

The Company has restated and amended its previously issued financial statement
for the period December 8, 2004 (Inception) through June 30, 2005. The Company
had amended these financial statements to include the intrinsic value of the
convertible debentures issued April 1, 2005. In addition, the amortization of
the discount in the amount of $250,000 was charged to operations and interest
expense of $10,000 was realized. The net effect increased the previously
reported loss of $345,338 to a loss of $605,338. In addition, the changes
increased the accumulated deficit to $605,338.

                                      F-22