================================================================================

                       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, 2008

                                       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.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

NEW JERSEY                                                      20-2554835
--------------------------------------------------------------------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)
5 REGENT STREET, SUITE 520
LIVINGSTON, NJ                                                     07039
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                         (Zip Code)

Registrant's Telephone Number, Including Area Code:  (732) 290-0019


Securities registered under Section 12(b) of the Exchange Act:  NONE.
Securities registered under Section 12(g) of the Exchange Act:  CLASS A COMMON
                                                                STOCK , 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
                                       ---     ---

<PAGE>

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]

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

State issuer's revenues for its most recent fiscal year:  $2,680,758

As of October 10, 2008, the Registrant had 449,999,999 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 $225,000.

Transitional Small Business Disclosure Format (check one).  YES      NO  X
                                                                ---     ---

================================================================================
<PAGE>



                                     PART I

Item 1. Description of business                                                4

Item 2. Description of property                                               17

Item 3. Legal proceedings                                                     18

                                     PART II

Item 5. Market for common equity and related stockholder matters.             19

Item 6. Management's discussion and analysis or plan of operations.           22

Item 7. Financial statements                                                  25

Item 8A(T). Controls & Procedures                                             26

                                    PART III

Item 9. Directors, executive officers, promoters and control persons,
        compliance with Section 16(a) of the Exchange Act                     28

Item 10.Executive compensation.                                               31

Item 11.Security ownership of certain beneficial owners and management        32

Item 12.Certain relationships and related transactions                        34

Item 13.Exhibits                                                              34

Item 14. Principal Accountant Fees and Services                               37


                                       3
<PAGE>

                                     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 had 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.

         On September 21, 2006, the Company completed the acquisition of Genotec
Nutritionals, Inc, a New York based marketer and distributor of nutritional
supplements. 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

                                       4
<PAGE>

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 represented working capital for the
new subsidiary.

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

GENERAL

         The primary activity of the Company, following the reverse merger with
OldMM2, was to identify merger or acquisition candidates with whom it could
either merge or acquire. On September 21, 2006, the Company completed the
acquisition of substantially all the assets of Genotec Nutritionals, Inc., a New
York based marketer and distributor of nutraceuticals and supplements. The
Company intends to develop businesses in the nutraceutical market via internal
growth and 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.

         Genotec Nutritionals presently sells several different products,
including fish oil, grape powder, resveratrol, lutein, psyllium powder, and
various custom formulations, including formulations for diet, cardiac support,
eye support, immunity support, and aging support. The Company also sells custom
formulations for pet care, including a shedding formula, a coat formula, dog and
cat joint formulas, and pet multi-vitamins for dogs and cats.

         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 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.


EMPLOYEES

         As of June 30, 2008, the Company had five full time employees and three
part-time employees. The five full time employees and one of the part time
employees are employed at Genotec Nutritionals in sales, administration and
shipping functions. The remaining two part time employees are the Non-executive
Chairman of the Board of Directors, Jerome Mahoney and the President and Chief
Executive Officer, Mark Meller. Mr. Mahoney and Mr. Meller are considered
part-time employees pursuant to their respective employment agreements.


                                       5
<PAGE>

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 our growth and earnings potential. 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.

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, 2008 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

                                       6
<PAGE>

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;

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

          h)   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.

THERE ARE NO CONCLUSIVE STUDIES REGARDING THE MEDICAL BENEFITS OF NUTRITIONAL
SUPPLEMENTS

          Many of the ingredients in our current products, and we anticipate in
our future products, will be vitamins, minerals, herbs and other substances for
which there is not a long history of human consumption. Although we believe all
of our products to be safe when taken as directed by us, there is often little
experience with human consumption of certain of these product ingredients in
concentrated form. In addition, we are highly dependent upon consumers'
perception of the safety and quality of our products as well as similar products
distributed by other companies. We could be adversely affected in the event any
of our products or any similar products distributed by other companies should
prove or be asserted to be harmful to consumers. In addition, because of our
dependence upon consumer perceptions, adverse publicity associated with illness
or other adverse effects resulting from consumers' failure to consume our
products as we suggest or other misuse or abuse of our products or any similar
products

                                       7
<PAGE>

distributed by other companies could have a material adverse effect on the
results of our operations and financial condition.

THE MANUFACTURE AND DISTRIBUTION OF NUTRITIONAL SUPPLEMENTS COULD RESULT IN
PRODUCT LIABILITY CLAIMS

         We, like any other retailer, distributor and manufacturer of products
that are designed to be ingested, face an inherent risk of exposure to product
liability claims in the event that the use of our products results in injury.
Such claims may include, among others, that our products contain contaminants or
include inadequate instructions as to use or inadequate warnings concerning side
effects and interactions with other substances. We do not anticipate obtaining
contractual indemnification from parties supplying raw materials or marketing
our products. In any event, any such indemnification if obtained will be limited
by terms negotiated between us and the third parties and, as a practical matter,
to the creditworthiness of the indemnifying party. In the event that we do not
have adequate insurance or contractual indemnification, product liabilities
relating to defective products could have a material adverse effect on our
operations and financial conditions.

POTENTIAL EFFECT OF ADVERSE PUBLICITY

         We believe the growth experienced by the nutritional supplement market
is based in part on national media attention regarding scientific research
suggesting potential health benefits from regular consumption of certain
vitamins and other nutritional products. Such research has been described in
major medical journals, magazines, newspapers and television programs. The
scientific research to date is preliminary.

         In the future, scientific research and/or publicity may not be
favorable to the nutritional supplement market or any particular product, or may
be inconsistent with earlier favorable research or publicity. Future reports of
research that are perceived as less favorable or that question such earlier
research could have a material adverse effect on our operations and financial
condition. Because of our dependence upon consumer perceptions, adverse
publicity associated with illness or other adverse effects resulting from the
consumption of our products or any similar products distributed by other
companies could have a material adverse effect on our operations. Such adverse
publicity could arise even if the adverse effects associated with such products
resulted from consumers' failure to consume such products as directed. In
addition, we may not be able to counter the effects of negative publicity
concerning the efficacy of our products. Any such occurrence could have a
negative effect on our operations.

ANY FUTURE ACQUISITIONS WILL HAVE TO DEVELOP NEW PRODUCTS IN ORDER TO KEEP PACE

         The nutritional supplement industry is highly competitive and
characterized by changing consumer preferences and continuous introduction of
new products. Our goal is to expand our portfolio of nutritional supplement
products through acquisition of existing companies and/or products serving niche
segments of the industry. New products must be introduced in a timely and
regular basis to maintain distributor and consumer interest and appeal to
varying consumer preferences.

         We believe that any future success of our company will depend, in part,
on our ability to anticipate changes in consumer preferences and acquire,
manage, develop and introduce, in a timely manner, new products that adequately
address such changes. If we are unable to develop and introduce new products or

                                       8
<PAGE>

if our new products are not successful, our sales may be adversely affected as
customers seek competitive products. In addition, our introduction or our
announcement of new products could result in a reduction in sales of our
existing products, requiring us to carefully manage product introductions in
order to minimize disruption in sales of our existing products. Any reduction in
purchases or consumption of our existing products could have a material adverse
effect on our business, operating results and financial condition.

COMPETITION

        The business of developing, manufacturing and selling dietary and
nutritional supplements is highly competitive. Certain of the Company's
competitors are larger than the Company, have resources greater than those of
the Company and are more vertically integrated.

AVAILABILITY OF RAW MATERIALS

       Substantially all of the Company's products contain ingredients and raw
materials that are harvested by and obtained from third-party suppliers, and
many of the ingredients are harvested internationally and/ or on a seasonal
basis. Although the Company currently utilizes several suppliers for these
ingredients and such ingredients are generally available from numerous sources,
an unexpected interruption of supply, such as a harvest failure or poor weather
conditions, could have a material adverse effect on the Company's results of
operations and financial condition.

PRODUCT LIABILITY

      The Company, like other manufacturers of products that are ingested, faces
the risk of exposure to product liability claims in the event that the use of
its products results in injury. There can be no assurance that the Company will
not be held liable for damages under any lawsuit or whether lawsuits will be
filed against the Company as a result of products manufactured by the Company.
Although the Company has never been a party to a product liability claim which
had a material adverse effect on the Company's results of operations or
financial condition, there can be no assurance that additional claims in the
future will not have such a material adverse effect. The Company maintains
product liability insurance. There can be no assurance that such insurance will
continue to be available at a reasonable cost or, if available, will be adequate
to cover future liabilities, if any.

ENVIRONMENTAL LIABILITIES AND REGULATIONS

       The Company's operations may be subject to extensive federal, state and
local environmental laws and regulations, including those relating to the
discharge and disposal of hazardous substances and the remediation of
environmental contamination. The Company believes that it is in material
compliance with such laws and is not subject to any material liabilities under
environmental law. Although the Company has never been party to an
administrative or judicial proceeding relating to environmental matters that had
a material adverse effect on its results of operations or financial condition,
there can be no assurance as to whether the Company will be subject to
environmental claims in the future. In addition, the Company cannot predict what
environmental legislation or regulations will be enacted in the future, how
existing or future laws or regulations will be administered or interpreted or
what unknown environmental conditions may be found to exist on its properties.
Compliance with more stringent laws or regulations could require additional
expenditures by the Company.

                                       9
<PAGE>

GOVERNMENT REGULATIONS; ADVERSE PUBLICITY

       The manufacturing, processing, formulating, packaging, labeling and
advertising of the Company's products are subject to regulation by one or more
federal agencies, including the U.S. Food and Drug Administration (the "FDA"),
the Federal Trade Commission (the "FTC") and the Environmental Protection Agency
(the "EPA"). The Company's activities are also regulated by various agencies of
the states, localities and foreign countries to which the Company's products are
distributed and in which the Company's products are sold.

      The composition and labeling of dietary supplements, which comprise a
portion of the Company's products, are most actively regulated by the FDA under
the provisions of the Federal Food, Drug, and Cosmetic Act (the "FFDC"). The
FFDC has been revised in recent years by the Nutrition Labeling and Education
Act of 1990 (the "NLEA") and the Dietary Supplement Health and Education Act of
1994 (the "DSHEA"). In the judgment of the Company these regulatory changes are
generally favorable to the dietary supplement industry.

      The FDA recently finalized regulations implementing certain labeling
provisions of the DSHEA. In addition, further labeling requirements may be
proposed by the FDA in response to a report issued in November 1997 by the
presidentially-appointed Commission on Dietary Supplement Labels. The Company
cannot determine what effect such regulations, if promulgated, will have on its
business in the future.

OUR INTELLECTUAL PROPERTY IS DIFFICULT TO PROTECT.

        We rely on a combination of trade secrets, contracts, and patent,
copyright and trademark law protection to establish and protect the intellectual
property rights that are so critical to our success. We cannot guarantee,
however, that we will be able to protect our technology adequately or that
competitors will not be able to develop similar technology independently. In
addition, the laws of certain foreign countries may not protect our intellectual
property rights to the same extent as the laws of the United States. Litigation
in the United States or abroad may be necessary to enforce our patent or other
intellectual property rights, to protect our trade secrets, to determine the
validity and scope of the proprietary rights of others or to defend against
claims of infringement. Such litigation, even if successful, could result in
substantial costs to us and diversion of our resources. This in turn could have
a material adverse effect on our results of operations and financial condition.
Additionally, if any claims are asserted against us, we may seek to obtain a
license under the third party's intellectual property rights. Based on these
facts, we are not in a position to know however whether a license would be
available on terms acceptable or favorable to us, if at all.

                                       10
<PAGE>

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 the date of this filing, we have outstanding $1,719,058 of 10% convertible
debentures owing to YA Global. The debentures provide that principal and
interest due on the note can be converted into shares of our Class A Common
Stock. 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 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 pursuant to the
formula provided in the Amended and Restated Secured Convertible Debenture. YA
Global shall be entitled to convert in whole or in part, at any time and from
time to time, any amount of principal and accrued interest at a price equal to
90% of the lowest closing bid price of the Common Stock during the 30 trading
days immediately preceding the conversion date, as quoted by Bloomberg, LP. As a
result, we could issue shares of our Class A Common Stock for at least a 10%
discount to current market prices during any 30 trading day period.

         If the market price of our Class A Common Stock decreases and we have a
conversion of our convertible obligations, 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.
Pursuant to the terms of the Amended and Restated Secured Convertible Debenture
with YA Global,

                                       11
<PAGE>

a holder of the debenture may not convert its 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 of the debenture
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. 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, our Non-executive Chairman of the Board and Mark Meller, our President,
Chief Executive Officer and Chief Financial Officer.

         We are also dependent on George Kontonotas and Dr. Joseph Freedman,
President and Vice-President, respectively, of Genotec Nutritionals, Inc. 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.

         We will seek to expand our operations through the acquisition of
additional nutritional supplement and nutraceutical businesses. We 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 our 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 our 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. Our inability to implement and manage our expansion
strategy successfully may have a material adverse effect on our business and
future prospects. Furthermore, through the acquisition of additional dietary
supplement and nutraceutical businesses, we 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.

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 our Class A Common shares and each had
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 50% of
the lowest price that we had ever issued its Class A Common Stock. As of the
date of this filing, Mr. Mahoney and Mr. Meller have exercised their rights to
convert an aggregate of 22,746 shares of Class B Common Stock into approximately
101,000,000 shares of Class A Common Stock. In addition, Mr. Mahoney and Mr.
Meller

                                       12
<PAGE>

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, provided that the Board of
Directors determines to issue such shares in satisfaction of these accrued
liabilities. 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") and Chairman and Chief
Executive Officer of iVoice Technology, Inc. ("iVoice Technology"). He is also
the Non-Executive Chairman of Trey Resources, Inc. ("Trey"). Mr. Meller is Chief
Executive Officer of Trey, Chairman and Chief Executive Officer of Thomas
Pharmaceuticals, Ltd. ("Thomas"), and a Director of SpeechSwitch, Inc.
("SpeechSwitch"). These relationships could create, or appear to create,
potential conflicts of interest when our directors and management are faced with
decisions that could have different implications for the Company, iVoice, Trey,
SpeechSwitch, Thomas, and iVoice Tech. For example, Mr. Mahoney and/or Mr.
Meller may experience conflicts of interest with respect to the allocation of
their time, services and functions among the companies named above, the Company
and any other projects. Other examples could include potential business
acquisitions that would be suitable for the Company, iVoice, Trey, SpeechSwitch,
Thomas, or iVoice Tech, or activities undertaken by iVoice, Trey, SpeechSwitch,
Thomas, 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, we do 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.

         In July 2006 and as subsequently amended in January 2007, we entered
into a Securities Purchase Agreement with YA Global 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, our
stockholders would experience significant dilution. In addition, the conversion
of outstanding debt obligations into equity securities would have a dilutive
effect on our 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 our Class A Common Stock.

         If we cannot satisfy the registration requirements of the Securities
Purchase Agreement with YA Global 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 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 $1,250,000
and we expect to have aggregate liabilities of approximately $8,350,000, which
includes salaries for officers, employees and professionals over the next 12
months. Management has no current plan to purchase additional equipment or
services. Management believes that the deficiency between our expenses and net
revenues will be addressed through additional capital raises. If there are
additional deficiencies that are in excess of the proceeds of the capital we are
able to raise, and we are unable to obtain funds from an equity line of credit,
management believes that we can limit our operations, defer payments to
management and maintain our business at nominal levels until we can identify
alternative sources of capital.

                                       13
<PAGE>

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 were historically provided through the sale of convertible
debentures to YA Global Investments ("YA Global") (f.k.a. Cornell Capital
Partners, LP) in connection with the Securities Purchase Agreement. In the event
that YA Global fails to purchase our convertible debentures, we will be forced
to raise capital through other sources through the sale of debt or equity.

         We cannot assure you that we will be able to access 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 YA Global
are secured by substantially all of our assets. As a result, if we default under
the terms of the Securities Purchase Agreement, YA Global could foreclose its
security interest and liquidate all of our assets. This would cause operations
to cease.

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 beneficially own approximately 98% of
the Company's Class A Common Stock and 50% of the Company's Class B Common
Stock, and each has the right to convert approximately $600,000 of indebtedness
each into approximately 600,000 shares of our 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 we had ever issued our
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 600,000 shares of Class B Common Stock, they will
each have voting rights equal to 60,000,000 shares of Class A Common Stock and
could 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.

                                       14
<PAGE>

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 YA GLOBAL DEBENTURES.

         The sale of shares pursuant to the terms of the YA Global 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 YA Global
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.]

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 upon conversion of the YA Global
Debentures will be issued at a 10% discount to the lowest closing bid price of
our Class A Common Stock during the 30 trading days immediately preceding the
conversion date. These discounted sales could cause the price of our Class A
Common Stock to decline. Further, because YA Global will acquire our Class A
Common Stock under the YA Global Debentures at a discount to the then current
market price, 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 3.8 billion shares of Class A Common

                                       15
<PAGE>

Stock may be sold upon recapitalization of the Company. Such sales may cause our
stock price to decline.

THE SALE OF OUR STOCK UNDER OUR YA GLOBAL 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
YA Global 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 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

                                       16
<PAGE>

          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. As of September 30, 2008, approximately
138,981,270 shares of our Class A Common Stock could be considered "restricted
securities" and saleable only upon registration under the Securities Act of
1933, as amended (the "Securities Act"), upon compliance with Rule 144 of the
Securities Act, or pursuant to another exemption from registration.

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 September 30, 2008 , we have no remaining authorized shares available for
future issuance.

ITEM 2.       DESCRIPTION OF PROPERTY.

         We do not own any real property for use in our operations or otherwise.

         Our executive offices are located at 5 Regent Street, Suite 520,
Livingston, NJ 07039 and our telephone number is (732) 290-0019. However, the
Company does not have a lease or pay rent for these offices which are located
within the corporate offices of other companies which are associated with Mark
Meller, the President and Chief Executive Officer of the Company.

         On February 1, 2005, our wholly owned subsidiary, Genotec Nutritionals
amended its operating lease for office and warehouse space at 450 Commack Road,
Deer Park, NY. The term of the lease is four years commencing March 1, 2005.
Monthly base rental payments under the new lease range from $3,067 to $3,354 per
month. We are required to pay property taxes, utilities, insurance and other
costs relating to the leased facilities to include allocated common area
maintenance charges, snow removal charges and landlord insurance charges as
deemed necessary. We use these facilities to house our subsidiary operations and
believe this facility is suitable for such purpose.

                                       17
<PAGE>

         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.





























                                       18
<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. Please note that the quotations
reflect inter-dealer prices, without retail mark-up, mark-down or commission and
may not represent actual transactions

                                                High              Low
                                                ----              ---
        FISCAL YEAR 2007

        First Quarter                         $0.0650           $0.0200
        Second Quarter                        $0.1400           $0.0200
        Third Quarter                         $0.0850           $0.0250
        Fourth Quarter                        $0.0600           $0.0120

        FISCAL YEAR 2008

        First Quarter                         $0.0300           $0.0050
        Second Quarter                        $0.0160           $0.0023
        Third Quarter                         $0.0090           $0.0008
        Fourth Quarter                        $0.0028           $0.0006

HOLDERS OF COMMON EQUITY.

         As of October 10, 2008, the number of record holders of our common
shares was approximately 104.

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.

                                       19
<PAGE>

EQUITY COMPENSATION PLAN

2007 STOCK INCENTIVE PLANS
--------------------------
On July 18, 2007, the Company adopted the MM2 Group, Inc. 2007 Stock Incentive
Plan ("MM2 Plan") and the Genotec Nutritionals, Inc. 2007 Stock Incentive Plan
("Genotec Plan"). The purpose of the 2007 plans is to (i) provide long-term
incentives and rewards to employees, directors, independent contractors or
agents of iVoice, Inc. and its subsidiaries; (ii) assist the Company in
attracting and retaining employees, directors, independent contractors or agents
with experience and/or ability on a basis competitive with industry practices;
and (iii) associate the interests of such employees, directors, independent
contractors or agents with those of the Company's stockholders.

         Under the plans, the Board of Directors shall have all the powers
vested in it by the terms of the plans to select the Eligible Participants to be
granted awards under the plans, to determine the type, size and terms of awards
to be made to each Eligible Participant selected, to determine the time when
awards will be granted, when they will vest, when they may be exercised and when
they will be paid, to amend awards previously granted and to establish
objectives and conditions, if any, for earning awards and whether awards will be
paid after the end of the award period. The Board shall have full power and
authority to administer and interpret the plans and to adopt such rules,
regulations, agreements, guidelines and instruments for the administration of
the plans and for the conduct of its business as the Board deems necessary or
advisable and to interpret same. The Board's interpretation of the plans, and
all actions taken and determinations made by the Board pursuant to the powers
vested in it hereunder, shall be conclusive and binding on all parties
concerned, including the Company stockholders, any participants in the plans and
any other Eligible Participant of the Company.

         All employees of the Company and all employees of Affiliates shall be
eligible to participate in one of the plans. The Board, in its sole discretion,
shall from time to time designate from among the eligible employees and among
directors, independent contractors or agents those individuals who are to
receive awards under and thereby become participants in the plans.

     During the year ended June 30, 2008, the following securities were issued
pursuant to MM2 Plan and Genotec Plans:

          o    The Company issued 4,738,148 shares of its Class A Common Stock
               valued at $38,457, to Meritz & Muenz LLP for repayment of legal
               services valued at $38,379, which was provided during the year
               ended June 30, 2006, pursuant to the terms of the MM2 Plan.

          o    The Company issued 2,999,600 shares of its Class A Common Stock
               valued at $42,997, as compensation to officers of Genotec
               Nutritionals for bonuses pursuant to the provisions of the
               Genotec Plan.

The Company did not issue any stock options for the years ended December 31,
2007 and 2006.

EQUITY COMPENSATION PLAN INFORMATION

The Company did not issue any stock options for the years ended December 31,
2007 and 2006.

                                       20
<PAGE>

EQUITY COMPENSATION PLAN INFORMATION

<TABLE><CAPTION>
                                     Number of securities                              Number of securities remaining
                                       to be issued upon         Weighted-average       available for future issuance
                                          exercise of           exercise price of         under equity compensation
                                      outstanding options,     outstanding options,      plans (excluding securities
                                      warrants and rights      warrants and rights         reflected in column (a))
                                              (a)                      (b)                            (c)
<S>                                   <C>                      <C>                          <C>
Equity compensation plans
approved by security holders                    0                      N/A                             0

Equity compensation plans
not approved by security holders                0                      N/A                        143,104,272
                                                -                                                 -----------

   Total                                        0                      N/A                        143,104,272
                                                =                                                 -----------
</TABLE>














                                       21
<PAGE>

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. 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,
2008 filed with Form 10-KSB. 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

         On September 21, 2006, the Company completed the acquisition Genotec
Nutritionals, Inc., a distributor and marketer of nutritional supplements. The
Company intends to develop businesses in the nutraceutical market via internal
growth and product development, and by acquisition of other companies that
operate in that market. The Company does retain the right and flexibility,
however, to complete acquisition or merger transactions in other markets or
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 officers and directors of the Company are currently involved in
other activities, and devote only a portion of their time to the specific
business affairs of the Company.

         We may have significant changes in the numbers of employees in the next
twelve months, contingent upon the continued growth and success of the Company's
Genotec Nutritionals operating subsidiary.

MERGERS AND ACQUISITIONS

         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. 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 Genotec's Series A Convertible Preferred Stock, which
represented working capital for the new subsidiary.

                                       22
<PAGE>

RESULTS OF OPERATIONS

YEAR ENDED JUNE 30, 2008 COMPARED TO YEAR ENDED JUNE 30, 2007

         Prior to the acquisition of Genotec Nutritionals, Inc ("Genotec") on
September 21, 2006, the Company had no sales and limited operations.
Consequently, comparison of the current period results to prior period results
may not be meaningful.

         Total sales for the year ended June 30, 2008 and 2007 were $2,680,758
and $1,493,174, respectively. The increase in sales in 2008 was derived from the
sales of nutritional supplements by our wholly owned subsidiary, Genotec.
Approximately 80% of the current year sales were derived from a fish oil product
that was introduced in the fourth quarter of 2007 by Genotec. Of the remaining
sales, approximately 9% were from sales of nutritional products for the
veterinary market.

         Cost of sales for the year ended June 30, 2008 and 2007 were $2,021,579
and $898,770, respectively. The costs in 2008 represent the costs of bulk
supplies of raw ingredients, capsules and sealed powders, bottles, caps,
shipping containers, packaging and shipping of nutritional supplements by
Genotec. Of these costs, approximately 83% were related to the fish oil sales.
Of the remaining costs, 6% relate to the sales of nutritional products for the
veterinary market.

         Total operating expenses for the year ended June 30, 2008 and 2007,
were $1,457,473 and $1,936,078, respectively. The decrease of $478,605 was
primarily due to reductions in impairment of goodwill of $250,490 and reductions
in professional fees related to public relations programs that were instituted
in 2007 but not repeated in 2008 of $182,787. In addition, the Company incurred
approximately $50,000 in legal and accounting fees in 2007 for preparation of
registration statement that was subsequently withdrawn.

         Total other (income) expense for the year ended June 30, 2008 was an
income of $906,832. This total was primarily comprised of gains on revaluation
of derivatives of $2,598,105, consulting income of $70,000 on the Deep Field
Consulting Agreement and interest income of $10,082. These amounts are offset by
amortization of the discount on debt conversion of $893,378, liquidated damages
of $437,997, beneficial interest on stock issuance of $254,174, and interest
expense of $185,806. Total other (income) expense for the year ended June 30,
2007 was an expense of $3,945,668. This total was comprised of a loss on
revaluation of derivatives of $2,723,577, amortization of the discount on debt
conversion of $737,128, write-off of financing costs of $369,625, liquidated
damages of $233,849 and interest expense of $156,091. These amounts are offset
by consulting income of $210,000 on the Deep Field Consulting Agreement,
interest income of $24,410 and gain on disposition of derivative liability of
$40,192. Interest expense is related to accrued interest on the YA Global
Debentures and interest income is related to interest on the cash accounts.
Liquidated damages are amounts due on the delay in registering shares of the
Company's Class A common stock issuable to YA Global Capital pursuant to the
terms of the Investors Registration Rights Agreement.

         Net income (loss) from operations for the year ending June 30, 2008 and
2007, was an income of $108,538 and a loss of $5,287,342, respectively, as the
result of the factors discussed above. Comparison of the current period to the
prior period may not be meaningful for the reasons discussed above.

                                       23
<PAGE>

MATERIAL CUSTOMERS

         During the year ended June 30, 2008, we had a substantial quantity of
sales to a relatively few customers. Sales of our fish oil product were to a
single customer which represented approximately 79% of our sales and sales of
nutritional product to the veterinary reseller accounted for another 9%. These
two customers also account for 97% of the outstanding accounts receivable. While
we strive to expand our customer base, we may continue to rely on these
customers to provide us with a steady source of funds.

CRITICAL VENDORS

         During the year ended June 30, 2008, we purchased a substantial
quantity of raw materials from just four vendors. Purchases for our fish oil
product were from two vendors who provided separate components and these
combined costs represented 83% of our total cost of sales. Substantially all the
raw material purchases needed for our nutritional product sales are provided by
two vendors and these represent 6% of out total cost of sales. These two vendors
are also competitors in the marketplace. These four vendors also account for 90%
of our accounts payable. Although the Company currently utilizes just four
suppliers for these raw materials and such raw materials are generally available
from numerous sources, an unexpected interruption of supply, such as a harvest
failure or poor weather conditions, could have a material adverse effect on the
Company's results of operations and financial condition.

LIQUIDITY AND CAPITAL RESOURCES

         On April 1, 2005, and as subsequently amended on July 20, 2006 and
January 4, 2007, 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. On January 4,
2007, we issued a second secured convertible debenture in the principal amounts
of $625,000 (the "2nd closing"). The balance of the funds available on the
Securities Purchase Agreement were withdrawn when we failed to complete the
requirements of the effectiveness of the registration statement. These
debentures are convertible into Class A common stock at the discretion of the
holders. These transactions required the Company to register for resale a number
of shares to facilitate these financial transactions. The Company was unable to
complete the registration statement in the time specified in the Registration
Rights Agreement and as such, continues to incur liquidated damage charges as
specified therein.

         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 six months, we will subsequently need to

                                       24
<PAGE>

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.

         During the years ended June 30, 2008 and June 30, 2007, the Company had
a net decrease in cash of $326,785 and $46,999, respectively. The Company's
principal use of funds during these periods was as follows:

         CASH FLOWS FROM OPERATING ACTIVITIES. The Company used $322,252 in cash
for operations in the year ended June 30, 2008, a decrease of $347,551 compared
to $669,803 in cash used for operations in the year ending June 30, 2007. The
decrease in cash used in operations in 2008 was primarily the result of higher
cash collections of $528,141 and lower inventory levels of $261,302 offset by
decreases in accounts payable and accrued liabilities of $422,658 and a bigger
net cash loss (net loss after adding back non-cash items but before considering
changes in certain assets and liabilities) of $84,185

         CASH FLOWS FROM INVESTING ACTIVITIES. The Company used cash of $4,533
for investing activities in the year ended June 30, 2008 for the purchase of a
new trade show booth and for some new office computer equipment for Genotec. The
Company used cash of $2,196 for investing activities in the year ended June 30,
2007 for the purchase of new office computer equipment for Genotec following the
acquisition.

         CASH FLOWS FROM FINANCING ACTIVITIES. The Company provided $625,000
cash from financing in the year ended June 30, 2007. This represented the
proceeds from the sale of a $625,000 Secured Convertible Debenture to YA Global
Investments.

OFF-BALANCE SHEET ARRANGEMENTS

         During fiscal year ended June 30, 2008, the Company did not engage in
any material off-balance sheet activities nor have any relationships or
arrangements with unconsolidated entities established for the 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.





                                       25
<PAGE>

ITEM 8A(T).   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 provide
reasonable assurance that information required to be disclosed by the Company in
the reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
rules and forms of the Securities and Exchange Commission and that the
information required to be disclosed in the reports is accumulated and
communicated to management, including our Chief Executive Officer and Chief
Financial Officer, to allow timely decisions regarding required disclosure due
to the following deficiencies:

     a)  A deficiency in the Company's control activities existed as of June 30,
         2008. The deficiency was identified as the Company's limited
         segregation of duties amongst the Company's employees with respect to
         the Company's control activities. This deficiency is the result of the
         Company's limited number of employees. This deficiency may affect
         management's ability to determine if errors or inappropriate actions
         have taken place. Management is required to apply its judgment in
         evaluating the cost-benefit relationship of possible changes in our
         disclosure controls and procedures.

     b)  A deficiency in the Company's control environment existed as of June
         30, 2008. The deficiency was identified in the Company's financial
         reporting competencies in that some of the individuals primarily
         responsible for the timeliness of filings are also involved in the
         filings of other public companies which may conflict with the
         priorities of the Company. This deficiency is the result of the
         Company's inability to identify and retain additional competent
         resources in the public reporting field. This deficiency may affect
         management's ability to determine if errors or inappropriate actions
         have taken place and to ensure that public filings are made timely.
         Management is required to apply its judgment in evaluating the
         cost-benefit relationship of possible changes in our disclosure
         controls and procedures.

     c)  A deficiency in the Company's control environment as of June 30, 2008.
         The deficiency was identified in respect to the Company's Board of
         Directors. This deficiency is the result of the Company's limited
         number of board members. This deficiency may give the impression to the
         investors that the board is not independent from management. Management
         and the Board of Directors are required to apply their judgment in
         evaluating the cost-benefit relationship of possible changes in the
         organization of the Board of Directors.

                                       26
<PAGE>

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

         Our management is responsible for establishing and maintaining adequate
internal control over financial reporting, as such term is defined in Exchange
Act Rule 13a-15(f). Under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer,
we conducted an evaluation of the effectiveness of our internal control over
financial reporting as of June 30, 2008 based on the criteria set forth in
Internal Control -- Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on our evaluation under the
criteria set forth in Internal Control Over Financial Reporting -- Guidance for
Small Public Companies, our management concluded that our internal control over
financial reporting was not effective as of June 30, 2008.

         This Annual Report does not include an attestation report of our
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by our registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit us to provide only management's report in this
Annual Report. Our registered public accounting firm will be required to attest
to our management's assessment of internal control over financial reporting
beginning with our Annual Report for the fiscal year ended June 30, 2010.

CHANGES IN INTERNAL CONTROLS.

         Management of the Company has also evaluated, with the participation of
the Chief Executive 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.





                                       27
<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   48     Non-Executive               10-19-05 to
                                    Chairman of the Board of    present
                                    Directors

         Mark Meller         49     President,                  10-19-05 to
                                    Chief Executive Officer,    present
                                    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.
Mr. Mahoney is the President, Chief Executive Officer, Chief Financial Officer
and Secretary of iVoice Technology, Inc, Matawan, NJ, and has held this position
since August 30, 2006. Mr. Mahoney was also the Non-Executive Chairman of the
Board of Deep Field Technologies, Inc., Matawan, New Jersey, until January 27,
2007. 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 May 7, 2008, Mr. Meller has been the
President and Chief Executive Office of Thomas Pharmaceuticals, Ltd. Since
February 7, 2008, Mr. Meller has been a member of the board of

                                       28
<PAGE>

SpeechSwitch, Inc. From October 1, 2004 until January 27, 2007, Mr. Meller was
the President, Chief Executive Officer, Chief Financial Officer and Director of
Deep Field Technologies, Inc. From August 29, 2005 until August 29, 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.

         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, 2008, the Company has an audit
committee in place and has one non-executive member of the Board of Directors.

         There are no family relationships among the directors or executive
officers.

         For the year ended June 30, 2008, the Board held no meetings. In
addition, the Board acted through written unanimous consent in lieu of a meeting
on 16 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 except for Jerome Mahoney and
Mark Meller who will file their respective Form 4 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 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 fiscal year 2008, 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 has
been unable to attract a financial expert to sit on its Board of Directors.
Management is responsible for the Company's internal controls

                                       29
<PAGE>

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
did not met in 2008. 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, 2008. 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. 114,
          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 8, 2008 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, 2008, they have identified a material weakness as defined in
          Public Company Accounting Oversight Board Standards No. 2 and No. 5 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, 2008, for filing with the Securities and Exchange
Commission.

                                               AUDIT COMMITTEE
                                               Jerome Mahoney, CHAIRMAN
                                               Mark Meller






                                       30
<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.

                          EXECUTIVE COMPENSATION TABLE

                                                       All Other      Total
    Name and Position(s)           Year    Salary($) Compensation  Compensation
    --------------------           ----    --------- ------------  ------------

    Mark Meller                   2008(1)  $255,108    $40,896(3)    $296,004
       President, Chief           2007(2)  $231,917    $25,902(3)    $257,819
       Executive Officer,
       Chief Financial Officer
       and Director

     (1)  Reflects total compensation paid or accrued by the Company.

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

     (3)  Health insurance and travel allowances paid or accrued pursuant to
          employment agreements.

COMPENSATION OF DIRECTORS

         The following table sets forth compensation information for services
rendered by our directors during the last completed fiscal year. 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. Our directors did not receive any bonus, stock awards, option
awards, non-equity incentive plan compensation, or nonqualified deferred
compensation earnings during the last completed fiscal year.

                              DIRECTOR COMPENSATION

                                                       All Other      Total
    Name and Position(s)           Year    Salary($) Compensation  Compensation
    --------------------           ----    --------- ------------  ------------

    Jerome R. Mahoney
       Non-Executive              2008(1)  $255,108   $40,896(2)     $296,004
       Chairman of the Board
       Of Directors

     (1)  Reflects total compensation paid or accrued by the Company.


     (2)  Health insurance and travel allowances paid or accrued pursuant to
          employment agreements.

                                       31
<PAGE>

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.

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 10, 2008 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 10, 2008
there were a total of 449,999,999 shares of Class A common stock outstanding and
9,977,254 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 10, 2008
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.




                                       32
<PAGE>

                            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       24,856,825,793 (1)         98.5%
  c/o MM2 Group, Inc.                        Class B Common Stock            4,988,187             50.0%
  5 Regent Street, Suite 520
  Livingston, New Jersey  07039

  Mark Meller (President)                    Class A Common Stock       24,876,381,032 (2)         98.5%
  c/o MM2 Group, Inc.                        Class B Common Stock            4,989,067             50.0%
  5 Regent Street, Suite 520
  Livingston, New Jersey  07039

  YA Global Investments, LP                  Class A Common Stock        3,840,878,889 (3)         89.5%
  101 Hudson Street, Suite 3700
  Jersey City, New Jersey 07302

  Director and executive officer             Class A Common Stock        1,442,116,514             99.4%
  as a group                                 Class B Common Stock            9,977,254            100.0%

</TABLE>
  ----------------------------

(1)  Includes a) 2,644,604,444 shares of our Class A common stock issuable upon
     conversion of $590,086 due to related party accounts with Mr. Mahoney, (b)
     22,169,720,000 shares of our Class A common stock issuable upon conversion
     of 4,988,187 shares of our Class B common stock owned by Mr. Mahoney and
     (c) 64,501,349 shares of our Class A common stock owned by Mr. Mahoney. Mr.
     Mahoney has 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) 2,642,160,000 shares of our Class A common stock issuable upon
     conversion of $594,486 due to related party accounts with Mr. Meller, (b)
     22,173,631,111 shares of our Class A common stock issuable upon conversion
     of 4,989,067 shares of our Class B common stock owned by Mr. Meller and (c)
     60,589,921 shares of our Class A common stock owned by Mr. Meller. Mr.
     Meller has 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.

(3)  Includes a) 3,820,128,889 shares of our Class A common stock issuable upon
     conversion of

                                       33
<PAGE>

     $1,719,058 of YA Global Convertible Debentures and b) 20,750,000 shares of
     our Class A common stock issuable upon conversion of the YA Global
     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. As
of June 30, 2008, the Company has accrued $1,031,002 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.

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 YA Global Investments, LP
                 dated April 1, 2005.*
         10.7    Investor Registration Rights Agreement with YA Global
                 Investments, LP dated April 1, 2005.*
         10.8    Standby Equity Distribution Agreement with YA Global
                 Investments, LP dated April 1, 2005.*
         10.9    Security Agreement with YA Global Investments, LP, dated
                 April 1, 2005.*
         10.10   Secured Convertible Debenture issued to YA Global
                 Investments, LP dated April 1, 2005.*
         10.11   Warrant issued to YA Global Investments, LP dated April 1,
                 2005.*
         10.12   Escrow Agreement with YA Global Investments, LP and David
                 Gonzalez, Esq. dated April 1, 2005.*
         10.13   Irrevocable Transfer Agent Instructions with YA Global
                 Investments, 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 YA Global
                 Investments, LP and David Gonzalez, Esq. dated April 1, 2005.*

                                       34
<PAGE>

         10.16   Standby Equity Distribution Agreement Registration Rights.*
                 Agreement with YA Global Investments, LP dated April 1, 2005.*
         10.17   Convertible Debenture Escrow Agreement with YA Global.*
                 Investments, LP and David Gonzalez, Esq. dated April 1, 2005.*
         10.18   Assignment and Assumption Agreement and Consent.*
         10.19   Waiver and Extension Agreement with YA Global Investments, LP
                 dated March 16, 2006.*
         10.20   Warrant issued to YA Global Investments, LP dated March 16,
                 2006.*
         10.21   Amendment No. 1 of the Investor Registration Rights Agreement
                 with YA Global Investments, LP dated March 16, 2006.*
         10.22   Termination Agreement with YA Global Investments, LP dated
                 July 20, 2006.*
         10.23   Amended and Restated Secured Convertible Debenture issued to
                 YA Global Investments, L.P. dated July 20, 2006.*
         10.24   Amended and Restated Warrant to Purchase Common Stock issued
                 to YA Global Investments, L.P. dated July 20, 2006.*
         10.25   Secured Convertible Debenture issued to YA Global
                 Investments, LP dated January 4, 2007.*
         10.26   Amended and Restated Securities Purchase Agreement with YA
                 Global Investments, L.P. dated July 20, 2006.*
         10.27   Amended and Restated Investor Registration Rights Agreement
                 with YA Global Investments, L.P. dated July 20, 2006.*
         10.28   Amended and Restated Security Agreement with YA Global
                 Investments, L.P. dated July 20, 2006.*
         10.29   Irrevocable Transfer Agent Instructions with Fidelity
                 Transfer Company dated July 20, 2006.*
         10.30   Asset Purchase Agreement dated September 21, 2006 by and
                 among Genotec Nutritionals, Inc., a Delaware corporation,
                 George Kontonotas, an individual, Joseph Freedman, an
                 individual, Susan Blancato, an individual, MM2 Group, Inc., a
                 New Jersey corporation and Genotec Acquisition Corporation.*
         10.31   Employment Agreement dated September 21, 2006 by and between
                 Genotec Acquisition Corporation and George Kontonotas.*
         10.32   Employment Agreement dated September 21, 2006 by and between
                 Genotec Acquisition Corporation and Joseph Freedman.*
         10.33   Employment Agreement dated September 21, 2006 by and between
                 Genotec Acquisition Corporation and Susan Blancato.*
         10.34   Strategic Alliance Agreement between MM(2) Group, Inc. and
                 UTEK Corporation dated July 25, 2006.*
         10.35   Marketing Agreement dated November 14, 2006 by and between
                 Genotec Nutritionals and William Maier c/o Atlantic
                 Television Marketing, Inc.*
         10.36   Consulting Agreement dated December 13, 2006 by and between
                 Genotec Nutritionals and Dr. Belinky.*
         10.37   Amendment Number 1 to Amended and Restated Securities
                 Purchase Agreement with YA Global Investments, L.P. dated
                 January 4, 2007.*
         10.38   Amendment Number 1 to Amended and Restated Investor
                 Registration Rights Agreement with YA Global Investments,
                 L.P. dated January 9, 2007.*

                                     35
<PAGE>

         10.39   Board of Scientific Advisors/Consulting Agreement dated
                 February 9, 2007 by and between Genotec Nutritionals and Dr.
                 Jeffrey Shapiro.*
         14      Code of Ethics.*
         21      Subsidiaries.*
         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.+

         -------------------------
         * Previously filed with the Securities and Exchange Commission and
           incorporated by reference.
         + Filed herein.






















                                       36
<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, 2008 and June 30,
2007 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                 2008             2007
          --------                 ----             ----
          Audit Fees             $ 26,000         $ 28,500
          Audit - Related Fees   $ 13,700         $  5,000
          Tax fees                   --           $  3,000
          All Other Fees             --               --
          Total                  $ 39,700         $ 36,500

         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.

















                                       37
<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 14, 2008
         ----------------------------------------
            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 14, 2008
            -------------------------------------
            Mark Meller
            President, Chief Executive Officer,
            Chief Financial Officer and Director


By:         /s/ Jerome R. Mahoney                               October 14, 2008
            -------------------------------------
            Jerome R. Mahoney
            Non-executive Chairman of the Board
















                                       38
<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 YA Global Investments, LP
                 dated April 1, 2005.*
         10.7    Investor Registration Rights Agreement with YA Global
                 Investments, LP dated April 1, 2005.*
         10.8    Standby Equity Distribution Agreement with YA Global
                 Investments, LP dated April 1, 2005.*
         10.9    Security Agreement with YA Global Investments, LP, dated
                 April 1, 2005.*
         10.10   Secured Convertible Debenture issued to YA Global
                 Investments, LP dated April 1, 2005.*
         10.11   Warrant issued to YA Global Investments, LP dated April 1,
                 2005.*
         10.12   Escrow Agreement with YA Global Investments, LP and David
                 Gonzalez, Esq. dated April 1, 2005.*
         10.13   Irrevocable Transfer Agent Instructions with YA Global
                 Investments, 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 YA Global
                 Investments, LP and David Gonzalez, Esq. dated April 1, 2005.*
         10.16   Standby Equity Distribution Agreement Registration Rights.*
                 Agreement with YA Global Investments, LP dated April 1, 2005.*
         10.17   Convertible Debenture Escrow Agreement with YA Global.*
                 Investments, LP and David Gonzalez, Esq. dated April 1, 2005.*
         10.18   Assignment and Assumption Agreement and Consent.*
         10.19   Waiver and Extension Agreement with YA Global Investments, LP
                 dated March 16, 2006.*
         10.20   Warrant issued to YA Global Investments, LP dated March 16,
                 2006.*
         10.21   Amendment No. 1 of the Investor Registration Rights Agreement
                 with YA Global Investments, LP dated March 16, 2006.*
         10.22   Termination Agreement with YA Global Investments, LP dated
                 July 20, 2006.*
         10.23   Amended and Restated Secured Convertible Debenture issued to
                 YA Global Investments, L.P. dated July 20, 2006.*
         10.24   Amended and Restated Warrant to Purchase Common Stock issued
                 to YA Global Investments, L.P. dated July 20, 2006.*
         10.25   Secured Convertible Debenture issued to YA Global
                 Investments, LP dated January 4, 2007.*
         10.26   Amended and Restated Securities Purchase Agreement with YA
                 Global Investments, L.P. dated July 20, 2006.*
         10.27   Amended and Restated Investor Registration Rights Agreement
                 with YA Global Investments, L.P. dated July 20, 2006.*

                                       39
<PAGE>
         10.28   Amended and Restated Security Agreement with YA Global
                 Investments, L.P. dated July 20, 2006.*
         10.29   Irrevocable Transfer Agent Instructions with Fidelity
                 Transfer Company dated July 20, 2006.*
         10.30   Asset Purchase Agreement dated September 21, 2006 by and
                 among Genotec Nutritionals, Inc., a Delaware corporation,
                 George Kontonotas, an individual, Joseph Freedman, an
                 individual, Susan Blancato, an individual, MM2 Group, Inc., a
                 New Jersey corporation and Genotec Acquisition Corporation.*
         10.31   Employment Agreement dated September 21, 2006 by and between
                 Genotec Acquisition Corporation and George Kontonotas.*
         10.32   Employment Agreement dated September 21, 2006 by and between
                 Genotec Acquisition Corporation and Joseph Freedman.*
         10.33   Employment Agreement dated September 21, 2006 by and between
                 Genotec Acquisition Corporation and Susan Blancato.*
         10.34   Strategic Alliance Agreement between MM(2) Group, Inc. and
                 UTEK Corporation dated July 25, 2006.*
         10.35   Marketing Agreement dated November 14, 2006 by and between
                 Genotec Nutritionals and William Maier c/o Atlantic
                 Television Marketing, Inc.*
         10.36   Consulting Agreement dated December 13, 2006 by and between
                 Genotec Nutritionals and Dr. Belinky.*
         10.37   Amendment Number 1 to Amended and Restated Securities
                 Purchase Agreement with YA Global Investments, L.P. dated
                 January 4, 2007.*
         10.38   Amendment Number 1 to Amended and Restated Investor
                 Registration Rights Agreement with YA Global Investments,
                 L.P. dated January 9, 2007.*
         10.39   Board of Scientific Advisors/Consulting Agreement dated
                 February 9, 2007 by and between Genotec Nutritionals and Dr.
                 Jeffrey Shapiro.*
         14      Code of Ethics.*
         21      Subsidiaries.*
         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.+

         -------------------------
         * Previously filed with the Securities and Exchange Commission and
           incorporated by reference.
         + Filed herein.




                                       40
<PAGE>

                                 MM2 GROUP, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                             JUNE 30, 2008 AND 2007
<PAGE>

                         MM2 GROUP, INC AND SUBSIDIARIES
                        CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2008 AND 2007



                                TABLE OF CONTENTS


                                                                  Page No.
                                                                  --------

     REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM        F-2


     CONSOLIDATED FINANCIAL STATEMENTS

          Balance Sheets - June 30, 2008 and 2007                   F-3 to F-4

          Statements of Operations - For the years ended June 30,
             2008 and 2007                                          F-5

          Statement of  Stockholders' (Deficit) - For the years
             ended June 30, 2008 and 2007                           F-6 to F-7

          Statements of Cash Flows - For the years ended June 30,
             2008 and 2007                                          F-8 to F-10


         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                 F-11 to F-30


                                      F-1
<PAGE>


                     BAGELL, JOSEPHS, LEVINE & COMPANY, LLC
                406 LIPPINCOTT DRIVE, SUITE J, MARLTON, NJ 08053
                       TEL: 856.346.2628 FAX: 856.396.0022

             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 sheet of MM(2) Group,
Inc., (the "Company") as of June 30, 2008 and 2007, and the related consolidated
statements of operations, changes in stockholders' (deficit) and cash flows for
each of the years in the two-year period ended June 30, 2008. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with the standards of 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
consolidated financial statements are free of material misstatement. The Company
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, 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 MM(2) Group, Inc.,
as of June 30, 2008 and 2007, and the results of its operations and its cash
flows for each of the years in the two-year period ended June 30, 2008 in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note 15 to the
consolidated financial statements, the Company did not generate sufficient cash
flows from revenues during the year ended June 30, 2008, to fund its operations.
Also at June 30, 2008, the Company had negative net working capital of
$6,324,883. Unless the Company is successful in generating new sources of
revenue, or obtaining debt or equity financing, or restructuring its business,
the Company is likely to deplete its working capital during the next fiscal
year. These matters raise substantial doubt about the Company's ability to
continue as a going concern. Management's plan in regard to these matters is
also described in Note 15. The consolidated financial statements do not include
any adjustments that might result from the outcome of this uncertainty.



                                          Bagell, Josephs, Levine & Company, LLC
Marlton, New Jersey
October 8, 2008

                                      F-2
<PAGE>


                         MM2 GROUP, INC AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                    JUNE 30,

                                    ASSETS
                                    ------

<TABLE><CAPTION>
                                                                            2008            2007
                                                                        ------------    ------------
<S>                                                                     <C>             <C>
CURRENT ASSETS
Cash and cash equivalents                                               $    130,814    $    457,599
Securities available for sale                                                  5,200         280,000
Accounts receivable, net                                                     483,617         595,380
Inventory                                                                    107,901         201,697
Deferred financing costs, net                                                 15,625          31,250
Prepaid expenses                                                              26,700          60,281
                                                                        ------------    ------------
    Total current assets                                                     769,857       1,626,207
                                                                        ------------    ------------

PROPERTY AND EQUIPMENT, net                                                    6,834           4,287
                                                                        ------------    ------------

OTHER ASSETS
Goodwill, net                                                                   --              --
Deferred financing costs, net                                                   --            15,625
Deposits and other assets                                                      3,183           3,183
                                                                        ------------    ------------
    Total other assets                                                         3,183          18,808
                                                                        ------------    ------------

TOTAL ASSETS                                                            $    779,874    $  1,649,302
                                                                        ============    ============

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

CURRENT LIABILITIES
Accounts payable and accrued expenses                                   $  1,559,566    $  1,136,074
Due to related parties                                                     1,031,002         718,483
Deferred income                                                                 --            70,000
Convertible debentures payable, net of discount of $156,250
     and $1,049,627, respectively                                          1,582,508         855,681
Derivative liability                                                       1,912,227       4,510,332
Warrant liability                                                          1,009,437       1,009,437
                                                                        ------------    ------------
    Total current liabilities                                              7,094,740       8,300,007
                                                                        ------------    ------------

COMMITMENTS AND CONTINGENCIES
</TABLE>


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

                                      F-3
<PAGE>


                         MM2 GROUP, INC AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS (CONTINUED)
                                    JUNE 30,

<TABLE><CAPTION>

                                                                            2008            2007
                                                                        ------------    ------------
<S>                                                                     <C>             <C>
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; 377,105,051
       and 145,727,523 shares issued and outstanding, respectively         1,404,648         902,546
   Class B - no par value; authorized 50,000,000 shares; 10,000,000
       shares issued and 9,985,375 and 10,000,000 shares
       outstanding, respectively                                                 999           1,000
Additional paid-in capital                                                   750,000         750,000
Accumulated other comprehensive loss                                        (274,800)           --
Accumulated deficit                                                       (8,195,713)     (8,304,251)
                                                                        ------------    ------------
   Total stockholders' deficit                                            (6,314,866)     (6,650,705)
                                                                        ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                             $    779,874    $  1,649,302
                                                                        ============    ============

</TABLE>










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

                                      F-4
<PAGE>


                         MM2 GROUP, INC AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                          FOR THE YEARS ENDED JUNE 30,

<TABLE><CAPTION>
                                                             2008             2007
                                                        -------------    -------------
<S>                                                     <C>              <C>
SALES, net                                              $   2,680,758    $   1,493,174

COST OF SALES                                               2,021,579          898,770
                                                        -------------    -------------

GROSS PROFIT                                                  659,179          594,404
                                                        -------------    -------------

SELLING, GENERAL AND ADMINISTRATION EXPENSES
    Selling and marketing expenses                                423          183,210
    General and administrative expenses                     1,423,814        1,485,428
    Depreciation expenses                                       1,986            1,325
    Impairment of goodwill                                       --            250,490
    Amortization of financing costs                            31,250           15,625
                                                        -------------    -------------
    Total selling, general and administration expenses      1,457,473        1,936,078
                                                        -------------    -------------

LOSS FROM OPERATIONS                                         (798,294)      (1,341,674)
                                                        -------------    -------------

OTHER (INCOME) EXPENSES
    Other (income)                                            (10,082)         (64,602)
    Consulting (income), net of fair value adjustment         (70,000)        (210,000)
    Interest expense                                          185,806          156,091
    Beneficial interest expense on conversion                 254,174             --
    Liquidated damages                                        437,997          233,849
    (Gain) loss on revaluation of derivatives              (2,598,105)       2,723,577
    Amortization of discount on debt conversion               893,378          737,128
    Write-off of deferred financing costs                        --            369,625
                                                        -------------    -------------
    Total other (income) expenses                            (906,832)       3,945,668
                                                        -------------    -------------

INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES               108,538       (5,287,342)

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

NET INCOME (LOSS) APPLICABLE TO COMMON SHARES           $     108,538    $  (5,287,342)
                                                        =============    =============

NET INCOME (LOSS) PER COMMON SHARE
    Basic                                               $        0.00    $       (0.04)
                                                        =============    =============
    Diluted                                             $        0.00    $       (0.04)
                                                        =============    =============

WEIGHTED AVERAGE SHARES OUTSTANDING
    Basic                                                 211,126,010      140,061,371
                                                        =============    =============
    Diluted                                               450,000,000      140,061,371
                                                        =============    =============
</TABLE>

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

                                      F-5
<PAGE>


                         MM2 GROUP, INC AND SUBSIDIARIES
                CONSOLIDATED STATEMENT OF STOCKHOLDERS' (DEFICIT)
                   FOR THE YEARS ENDED JUNE 30, 2008 AND 2007


<TABLE><CAPTION>
                                                                                             Accumulated
                                                                                                Other
                                                                                   Additional  Compre-                     Total
                                     Common Stock Class A    Common Stock Class B   Paid In    hensive   Accumulated   Stockholders'
                                      Shares       Amount      Shares      Amount   Capital    (Loss)      Deficit        Deficit
                                    -----------   --------   -----------   ------   --------   -------   -----------    -----------
<S>                                 <C>           <C>         <C>          <C>      <C>        <C>       <C>            <C>
Balance, June 30, 2006              123,315,251   $  1,000    10,000,000   $1,000   $750,000   $  --     $(3,016,909)   $(2,264,909)

Shares issued to YA Global
  For previous commitments            5,000,000    325,000          --       --         --        --            --          325,000

Shares issued for debt conversion     3,086,420     50,000          --       --         --        --            --           50,000

Shares issued for services            4,325,852    226,546          --       --         --        --            --          226,546

Shares issued for acquisition of
  Genotec Nutritionals               10,000,000    300,000          --       --         --        --            --          300,000

Loss for the year ended
  June 30, 2007                            --         --            --       --         --        --      (5,287,342)    (5,287,342)
                                    -----------   --------   -----------   ------   --------   -------   -----------    -----------
Balance, June 30, 2007              145,727,523   $902,546    10,000,000   $1,000   $750,000   $  --     $(8,304,251)   $(6,650,705)
                                    ===========   ========   ===========   ======   ========   =======   ===========    ===========

</TABLE>







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

                                      F-6
<PAGE>


                         MM2 GROUP, INC AND SUBSIDIARIES
          CONSOLIDATED STATEMENT OF STOCKHOLDERS' (DEFICIT) (CONTINUED)
                   FOR THE YEARS ENDED JUNE 30, 2008 AND 2007


<TABLE><CAPTION>
                                                                                            Accumulated
                                                                                               Other
                                                                                Additional    Compre-                    Total
                                Common Stock Class A      Common Stock Class B    Paid In     hensive     Accumulated  Stockholders'
                                Shares        Amount       Shares       Amount    Capital     (Loss)        Deficit       Deficit
                              -----------   ----------   -----------    ------    --------   ---------    -----------   -----------
<S>                           <C>           <C>          <C>            <C>       <C>        <C>          <C>           <C>
Balance, June 30, 2007        145,727,523   $  902,546    10,000,000    $1,000    $750,000   $    --      $(8,304,251)  $(6,650,705)

Shares issued for debt
  conversion                  158,639,780      420,646          --        --          --          --             --         420,646

Shares issued for services      4,738,148       38,458          --        --          --          --             --          38,458

Shares issued for bonuses to
  Genotec executives            2,999,600       42,997          --        --          --          --             --          42,997

Shares issues for conversion
  of Class B Common Stock      65,000,000            1       (14,625)       (1)       --          --             --            --
Unrealized loss on securities
  Available for sale                 --           --            --        --          --      (274,800)          --        (274,800)

Income for the year ended
  June 30, 2008                      --           --            --        --          --          --          108,538       108,538
                              -----------   ----------   -----------    ------    --------   ---------    -----------   -----------
Balance, June 30, 2008        377,105,051   $1,404,648     9,985,375    $  999    $750,000   $(274,800)   $(8,196,713)  $(6,314,866)
                              ===========   ==========   ===========    ======    ========   =========    ===========   ===========

</TABLE>


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

                                      F-7
<PAGE>

                         MM2 GROUP, INC AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                          FOR THE YEARS ENDED JUNE 30,


<TABLE><CAPTION>
                                                                            2008            2007
                                                                        ------------    ------------
<S>                                                                     <C>             <C>
CASH FLOW FROM OPERATING ACTIVITIES
 Net income (loss)                                                      $    108,538    $ (5,287,342)
 Adjustments to reconcile net loss to net cash (used in)
 operating activities
      Depreciation                                                             1,986           1,325
      Impairment of goodwill                                                    --           250,490
      Stock issued for services and compensation                              81,376         226,546
      Amortization of discount on debt conversion                            893,378         737,128
      Amortization of prepaid financing costs                                 31,250          15,625
      (Gain) loss on revaluation of derivatives                           (2,598,105)      2,723,577
      Gain on disposition of derivative liability                               --           (40,192)
      Write-off of deferred financing costs                                     --           369,625
      Beneficial interest expense on conversions                             254,174            --
      Securities received for consulting income                              (70,000)       (210,000)
 Changes in certain assets and liabilities:
      Accounts receivable                                                    111,763        (416,378)
      Inventory                                                               93,796        (167,506)
      Prepaid expenses and other assets                                       33,581          10,784
      Accounts payable and accrued liabilities                               423,492         866,087
      Due to related parties                                                 312,519         250,428
                                                                        ------------    ------------
 Total cash (used in) operating activities                                  (322,252)       (669,803)
                                                                        ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES
 Purchase of property and equipment                                           (4,533)         (2,196)
                                                                        ------------    ------------
 Total cash (used in) investing activities                                    (4,533)         (2,196)
                                                                        ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds from debt financing                                                   --           625,000
                                                                        ------------    ------------
 Total cash provided by financing activities                                    --           625,000
                                                                        ------------    ------------

NET (DECREASE) IN CASH AND CASH EQUIVALENTS                                 (326,785)        (46,999)

CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR                                457,599         504,598
                                                                        ------------    ------------

CASH AND CASH EQUIVALENTS - END OF YEAR                                 $    130,814    $    457,599
                                                                        ============    ============

SUPPLEMENTAL CASH FLOW INFORMATION Cash paid during the year for:
 Interest expense                                                       $      2,371    $       --
                                                                        ============    ============
 Income taxes                                                           $       --      $       --
                                                                        ============    ============
</TABLE>




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

                                       F-8
<PAGE>

                         MM2 GROUP, INC AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                   FOR THE YEARS ENDED JUNE 30, 2008 AND 2007

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING AND INVESTING ACTIVITIES

For the year ended June 30, 2008:
---------------------------------

The Company issued 4,738,148 shares of its Class A Common Stock valued at
$38,457, to Meritz & Muenz LLP for repayment of legal services valued at
$38,379, which was provided during the year ended June 30, 2006, pursuant to the
terms of the MM2 Plan. A beneficial interest expense of $78 was charged to
operations.

The Company issued 2,999,600 shares of its Class A Common Stock valued at
$42,997, as compensation to officers of Genotec Nutritionals for bonuses
pursuant to the provisions of the Genotec Plan.

The Company issued 158,639,780 shares of its Class A Common Stock to YA Global
Investments (f/k/a Cornell Capital Partners) ("YA Global"), valued at $420,646,
for conversion of $166,550 of Secured Convertible Debentures issued on April 7,
2005 and subsequently amended on July 20, 2006. A beneficial interest expense of
$254,096 was charged to operations.

The Company converted 14,615 shares of Class B Common into 65,000,000 shares of
Class A Common Stock, pursuant to the provisions of Class B Common Stock.

For the year ended June 30, 2007:
---------------------------------

The Company issued 1,849,689 shares of Class A common stock with a total value
of $120,230, which represents full satisfaction of the Commitment Shares under
the Standby Equity Distribution Agreement, pursuant to the Termination Agreement
of July 20, 2006.

The Company issued 3,150,311 shares of Class A common stock with a total value
of $204,770, for Commitment Shares pursuant to the Amended and Restated
Securities Purchase Agreement of July 20, 2006.

The Company issued 600,000 shares of its Class A common stock with a total value
of $30,000, as compensation to Stephen Wien for services provided.

The Company issued 300,000 shares of its Class A common stock with a total value
of $10,500, as compensation for the consulting services with Allison Investment
Corp. on matters related to mergers and acquisitions.

The Company issued 825,852 shares of its Class A common stock with a total value
of $45,046, as compensation for the strategic alliance with UTEK Corporation to
identify synergistic technology acquisition opportunities.


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

                                      F-9
<PAGE>

                         MM2 GROUP, INC AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                   FOR THE YEARS ENDED JUNE 30, 2008 AND 2007


SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING AND INVESTING ACTIVITIES
(Continued)

For the year ended June 30, 2007 (Continued):
---------------------------------------------

On September 21, 2006, the Company concluded the acquisition of Genotec
Nutritionals, Inc. Pursuant to the Asset Purchase Agreement, the Company issued
10,000,000 shares of Class A common stock valued at $300,000 to George
Kontonotas, Joseph Freedman, Susan Blancato, Michael Logerfo, Maureen
McLaughlin, Paula Daddone, Maureen Bridges and Robert Blancato. The net effect
on cash flows is as follows:

          Accounts receivable                    $  179,002
          Inventory                                  34,191
          Prepaid expenses                            2,149
          Security deposit                            3,183
          Goodwill                                  250,490
          Accounts payable and accrued expense     (169,015)
          Common stock                             (300,000)
                                                 ----------
          Total                                  $     --
                                                 ==========

The Company issued 100,000 restricted shares of its Class A common stock with a
total value of $4,000, to Dr. Yevsey Belinky for development of a new product
line.

The Company issued 500,000 restricted shares of its Class A common stock with a
total value of $25,000, to William Maier pursuant to his consulting agreement
for product marketing services.

Issued 3,086,420 shares of Class A common stock to YA Global as repayment of
principal on outstanding convertible debentures, valued at $50,000.

The Company received 4,000,000 shares of Class A common stock of Deep Field
Technologies as compensation for consulting services to be provided pursuant to
the terms of the Consulting Agreement entered into on February 13, 2007. The
fair value of the agreement was determined to be $280,000 and is being amortized
over six months ending August 13, 2007.

The Company issued 2,000,000 restricted shares of its' Class A Common Stock with
a total value of $112,000, to Dr. Jeffrey Shapiro, and his assignees, as a
partial fee for joining the Company's Board of Scientific Advisors and for
providing the Company consulting services relating to the development of a new
product line.


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

                                      F-10
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JUNE 30, 2008 AND 2007

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 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-11
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                   FOR THE YEARS ENDED JUNE 30, 2008 AND 2007

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.

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. Pursuant to the Asset Purchase Agreement, the Company
issued 10,000,000 shares of Class A common stock valued at $300,000 to George
Kontonotas, Joseph Freedman, Susan Blancato, Michael Logerfo, Maureen
McLaughlin, Paula Daddone, Maureen Bridges and Robert Blancato. In addition, the
Company executed three-year employment agreements with Mr. Kontonotas, Mr.
Freedman and Ms. Blancato and purchased $75,000 of Genotec's Series A
Convertible Preferred Stock, which was used to fund the working capital.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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, 2008 and 2007 of $25,543 and $413,500, 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.
The total cash and cash equivalents at June 30, 2008 and 2007 are $130,814 and
$457,599, respectively.

                                      F-12
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                   FOR THE YEARS ENDED JUNE 30, 2008 AND 2007

Concentration of Credit Risk
----------------------------
Financial instruments that potentially subject the Company to credit risk
consist of cash equivalents and accounts receivable.

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, 2008
and 2007 of $31,843 and $413,500, respectively.

The Company provides credit terms to its corporate customers based on their
negotiated contracts, which range from "payment on delivery" to "90 days" terms.
Our two largest customers represent approximately $468,000 and $521,000, or 97%
and 87%, of our receivables at June 30, 2008 and 2007, respectively. Both of
these customers have excellent payment histories and we do not expect to
experience any losses on these collections.

Marketable Securities
---------------------
The Company has evaluated its investment policies consistent with FAS No. 115,
Accounting for Certain Investments in Debt and Equity Securities, and determined
that all of its investment securities are to be classified as
available-for-sale. Available-for-sale securities are carried at fair value,
with the unrealized gains and losses reported in Stockholders' Equity under the
caption Accumulated Other Comprehensive Loss.

Fair Value of Financial Instruments
-----------------------------------
The Company estimates that the fair value of all financial instruments at June
30, 2008 and 2007, as defined in FAS 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.

Revenue Recognition
-------------------
The Company recognizes revenues when products are shipped from our warehouse or
when the Company is notified that product has been drop-shipped from the
suppliers or from our outsourced packagers.

Our two largest customers represent approximately $2,392,489 and $936,000, or
89% and 63%, of our product sales for the years ended June 30, 2008 and 2007,
respectively. The largest of these customers represented a new opportunity for
us and has placed a long term order with us for fish oil capsules. The second
largest customer has been a customer for many years with the predecessor company
of our wholly owned subsidiary, Genotec Nutritionals. Both of these customers
are satisfied with our products and service and we expect to continue to do
business with them for the foreseeable future.

                                      F-13
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                   FOR THE YEARS ENDED JUNE 30, 2008 AND 2007

Accounts Receivables
--------------------
Accounts receivables consist primarily of uncollected invoices for product
sales. Payment terms vary from customer to customer and range from "payment on
delivery" to "90 days" terms. In addition, collection on credit card sales is
generally settled in 5 days. The Company does not provide for customer returns,
but will accommodate customers in special circumstances. Management has
determined that, based on its experience, that no provision for product returns
is required at June 30, 2008 or 2007.

Provision for Bad Debt
----------------------
The Company evaluates the credit worthiness of each of its customers and has
determined that none of the accounts will be uncollectible in the future.
Management has determined that no provision for bad debt is required at June 30,
2008 and 2007.

Advertising Costs
-----------------
Advertising costs are expensed as incurred and are included in selling expenses.
For the years ended June 30, 2008 and 2007, the Company incurred $0 and
$145,545, respectively.

Inventory
---------
Inventory primarily consists of supplies of capsules and sealed powders,
bottles, caps and shipping containers stored in our on-site warehouse. In
addition, we have supplies of purchased product and finished goods bottled
on-site. Inventory is valued at the average cost of all purchases.

Inventory reserves are estimated for excess and slow-moving inventory. These
estimates are based on current assessments about future demands, market
conditions and related management initiatives. If market conditions and actual
demands are less favorable than those projected by management, inventory
write-downs may be required. Management has determined that no provision for
excess and slow-moving inventory is required at June 30, 2008 and 2007.

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. When assets are retired or otherwise disposed of,
the costs and related accumulated depreciation are removed from the accounts,
and any resulting gain or loss is recognized in income for the period. The cost
of maintenance and repairs is charged to income as incurred; significant
renewals and betterments are capitalized. Deduction is made for retirements
resulting from renewals or betterments.

Financing Costs
---------------
Financing costs consist primarily of commitment fees and broker fees relating to
the issuance of the Company's convertible debentures. These costs are generally
capitalized and amortized over the term of the debenture. In some cases, these
fees are expensed immediately if they relate to expired or terminated
debentures.

                                      F-14
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                   FOR THE YEARS ENDED JUNE 30, 2008 AND 2007

As of June 30, 2008 and 2007, the costs and accumulated amortization for the
deferred financing costs is as follows:

                                                      June 30,
                                                 2008          2007
                                              ----------    ----------
          Deferred financing costs            $   62,500    $   62,500
          Less: Accumulated amortization         (46,875)      (15,625)
                                              ----------    ----------
               Net deferred financing costs   $   15,625    $   46,875
                                              ==========    ==========

Goodwill and Other Intangible Assets
------------------------------------

In September 2001, the FASB issued Statement No. 142 "Goodwill and Other
Intangible Assets". This statement addresses financial accounting and reporting
for acquired goodwill and other intangible assets and supersedes APB Opinion No.
17, Intangible Assets. It addresses how intangible assets that are acquired
individually or with a group of other assets (but not those acquired in a
business combination) should be accounted for in financial statements upon their
acquisition. This Statement also addresses how goodwill and other intangible
assets should be accounted for after they have been initially recognized in the
financial statements. The Company recorded $250,490 in goodwill in its
acquisition of Genotec Nutritionals, Inc. Goodwill is tested for impairment
annually. Management has determined that based on the cash flow projections for
the sales of the existing products and costs of staffing, that the Company would
not recover the initial investment over a reasonable period of time and that the
goodwill created in the acquisition of Genotec Nutritionals should be fully
impaired at June 30, 2008 and June 30, 2007.

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.

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 implemented the
revised standard in the quarter ending December 31, 2005. The adoption of FAS
123R did not have 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

                                      F-15
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                   FOR THE YEARS ENDED JUNE 30, 2008 AND 2007

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 stockholders' equity.

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.

The following is a reconciliation of the computation for basic and diluted EPS:

<TABLE><CAPTION>
                                                                              June 30, 2008   June 30, 2007
<S>                                                                           <C>             <C>
BASIC NET INCOME (LOSS) PER SHARE COMPUTATION
    Net income (loss) attributable to common shareholders                     $     108,538   $  (5,287,342)
    Weighted-average common shares outstanding                                  211,126,010     140,061,371
    Basic net income (loss) per share attributable to common shareholders     $        0.00   $       (0.04)

DILUTED NET INCOME (LOSS) PER SHARE COMPUTATION
    Net income (loss) attributable to common shareholders                     $     108,538   $  (5,287,342)
    Weighted-average common shares outstanding                                  211,126,010     140,061,371
    Incremental shares attributable to common stock equivalents                 238,873,990            --
    Total adjusted weighted-average shares                                      450,000,000     140,061,371
    Diluted net income (loss) per share attributable to common shareholders   $        0.00   $       (0.04)
</TABLE>

The Company had common stock equivalents in excess of its authorized capital of
the Company at June 30, 2008 and 2007, so the maximum authorized shares of
450,000,000 are shown for diluted earnings per common share calculations.

Comprehensive Income (Loss)
---------------------------
FAS No. 130, "Reporting Comprehensive Income" establishes standards for the
reporting and display of comprehensive income and its components in the
financial statements. The items of other components income that are typically
required to be displayed are foreign currency items, minimum pension liability
adjustments, and unrealized gains and losses on certain investments in debt and
equity securities. As of June 30, 2008, the Company has several items that
represent comprehensive loss and have included these on the statement of
stockholders' deficit.

Derivative Liabilities
----------------------
During April 2003, the Financial Accounting Standards Board issued SFAS 149,
"Amendment of Statement 133 on Derivative Instruments and Hedging Activities."
SFAS 149 amends and clarifies accounting for derivative instruments, including
certain derivative instruments embedded in other

                                      F-16
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                   FOR THE YEARS ENDED JUNE 30, 2008 AND 2007

contracts, and for hedging activities under SFAS 133, "Accounting for Derivative
Instruments and Hedging Activities." The statement requires that contracts with
comparable characteristics be accounted for similarly and clarifies when a
derivative contains a financing component that warrants special reporting in the
statement of cash flows. SFAS 149 is effective for contracts entered into or
modified after June 30, 2003, except in certain circumstances, and for hedging
relationships designated after June 30, 2003. The financial statements for the
years ended June 30, 2008 and 2007 include the recognition of the derivative
liability on the underlying securities issuable upon conversion of the
Convertible Debentures.

Reclassifications
-----------------
The Company has reclassified certain accounts in the balance sheet at June 30,
2007, to conform to the current year presentation. These reclassifications have
had no effect on total amount presented at June 30, 2007.

The reclassifications include the segregation of the current portion of deferred
financing costs of $31,250 from prepaid expenses and the combination of the
Temporary equity of $928 with the Class B common stock due to changes in the
underlying assumptions of the conversion rights of the Class B common
stockholders.

Recent Accounting Pronouncements
--------------------------------
In September 2006, The Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 157, "FAIR VALUE
MEASUREMENT" ("SFAS No. 157"), which clarifies the definition of fair value
whenever another standard requires or permits assets or liabilities to be
measured at fair value. Specifically, the standard clarifies that fair value
should be based on the assumptions market participants would use when pricing
the asset or liability, and establishes a fair value hierarchy that prioritizes
the information used to develop those assumptions. SFAS No. 157 does not expand
the use of fair value to any new circumstances, and must be applied on a
prospective basis except in certain cases. The standard also requires expanded
financial statement disclosures about fair value measurements, including
disclosures of the methods used and the effect on earnings.

In February 2008, FASB Staff Position ("FSP") FAS No. 157-2, "EFFECTIVE DATE OF
FASB STATEMENT NO. 157" ("FSP No. 157-2") was issued. FSP No. 157-2 defers the
effective date of SFAS No. 157 to fiscal years beginning after December 15,
2008, and interim periods within those fiscal years, for all nonfinancial assets
and liabilities, except those that are recognized or disclosed at fair value in
the financial statements on a recurring basis (at least annually). Examples of
items within the scope of FSP No. 157-2 are nonfinancial assets and nonfinancial
liabilities initially measured at fair value in a business combination (but not
measured at fair value in subsequent periods), and long-lived assets, such as
property, plant and equipment and intangible assets measured at fair value for
an impairment assessment under SFAS No. 144. The Company is currently assessing
the effect on its financial statements, but it is not expected to be material.

In February 2007, the FASB issued SFAS No. 159, "THE FAIR VALUE OPTION FOR
FINANCIAL ASSETS AND LIABILITIES, INCLUDING AN AMENDMENT OF FASB STATEMENT NO.
115" ("SFAS No. 159"). SFAS

                                      F-17
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                   FOR THE YEARS ENDED JUNE 30, 2008 AND 2007

No. 159 permits entities to choose, at specified election dates, to measure many
financial instruments and certain other items at fair value that are not
currently required to be measured at fair value. Unrealized gains and losses
shall be reported on items for which the fair value option has been elected in
earnings at each subsequent reporting date. SFAS No. 159 is effective for fiscal
years beginning after November 15, 2007. Early adoption is permitted as of the
beginning of a fiscal year that begins on or before November 15, 2007, provided
the entity also elects to apply the provisions of SFAS No. 157. The adoption of
SFAS No. 159 is not expected to have a material impact on the Company's
financial position or results of operations.

In December 2007, the FASB issued SFAS No. 141R, "BUSINESS COMBINATIONS", which
replaces SFAS No. 141. The statement retains the purchase method of accounting
for acquisitions, but requires a number of changes, including changes in the way
assets and liabilities are recognized in the purchase accounting. It also
changes the recognition of assets acquired and liabilities assumed arising from
contingencies, requires the capitalization of in-process research and
development at fair value, and requires the expensing of acquisition-related
costs as incurred. SFAS No. 141R is effective for us beginning July 1, 2009 and
will apply prospectively to business combinations completed on or after that
date.

In December 2007, the FASB finalized the provisions of the Emerging Issues Task
Force (EITF) Issue No. 07-1, "ACCOUNTING FOR COLLABORATIVE ARRANGEMENTS." This
EITF Issue provides guidance and requires financial statement disclosures for
collaborative arrangements. EITF Issue No. 07-1 is effect for financial
statements issued for fiscal years beginning after December 15, 2008. The
Company is currently assessing the effect of EITF Issue No. 07-1 on its
financial statements, but it is not expected to be material.

In December 2007, the FASB issued SFAS No. 160, "NON-CONTROLLING INTERESTS IN
CONSOLIDATED FINANCIAL STATEMENTS, AN AMENDMENT OF ARB NO. 51," which changes
the accounting and reporting for minority interests. Minority interests will be
re-characterized as non-controlling interests and will be reported as a
component of equity separate from the parent's equity, and purchases or sales of
equity interests that do not result in a change in control will be accounted for
as equity transactions. In addition, net income attributable to the
non-controlling interest will be included in consolidated net income on the face
of the income statement and, upon a loss of control, the interest sold, as well
as any interest retained, will be recorded at fair value with any gain or loss
recognized in earnings. SFAS No. 160 is effective for us beginning July 1, 2009.
We are currently assessing the potential impact that adoption of SFAS No. 160
may have on our financial statements.

In June 2007, the FASB ratified the consensus in EITF Issue No. 07-3 "ACCOUNTING
FOR NONREFUNDABLE PAYMENTS FOR GOODS AND SERVICES TO BE USED IN FUTURE RESEARCH
AND DEVELOPMENT ACTIVITIES" (ETIF 07-04), requiring that nonrefundable advance
payments for future research and development activities be deferred and
capitalized. Such amounts should be expensed as the related goods are delivered
or the related services performed. The statement is effective for fiscal years
beginning after December 15, 2007. Management anticipates that the adoption of
EITF Issue No. 07-3 will not have a material impact on the Company's future
financial statements.

In June 2007, the FASB ratified Issue No. 06-11 "ACCOUNTING FOR INCOME TAX
BENEFITS OF DIVIDENDS ON SHARE-BASED PAYMENT AWARDS" (ETIF 06-11), which
requires entities to record tax benefits on dividends or dividend equivalents
that are charged to retained earnings for certain share-based awards to
additional paid-in capital. In a share-based payment arrangement,

                                      F-18
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                   FOR THE YEARS ENDED JUNE 30, 2008 AND 2007

employees may receive dividends or dividend equivalents on awards of non-vested
equity shares, non-vested equity share units during the vesting period, and
share options until the exercise date. Generally, the payment of such dividends
can be treated as deductible compensation for tax purposes. The amount of tax
benefits recognized in additional paid-in capital should be included in the pool
of excess tax benefits available to absorb tax deficiencies on share-based
payment awards. EITF-06-11 is effective for fiscal years beginning after
December 15, 2007, and interim periods within those years. The adoption of EITF
Issue No. 06-11 is not expected to have a material impact on the Company's
financial statements.

In December 2007, the FASB finalized the provisions of the EITF Issue No. 07-1,
"ACCOUNTING FOR COLLABORATIVE ARRANGEMENTS." This EITF Issue provides guidance
and requires financial statement disclosures for collaborative arrangements.
EITF Issue No. 07-1 is effect for financial statements issued for fiscal years
beginning after December15, 2008. The Company is currently assessing the effect
of EITF Issue No. 07-1 on its financial statements, but it is not expected to be
material.

In March 2008, the FASB issued Statement of Financial Accounting Standards
("SFAS") No. 161, "DISCLOSURES ABOUT DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES, AN AMENDMENT OF FASB STATEMENT NO. 133," which requires additional
disclosures about the objectives of the derivative instruments and hedging
activities, the method of accounting for such instruments under SFAS No. 133 and
its related interpretations, and a tabular disclosure of the effects of such
instruments and related hedged items on our financial position, financial
performance, and cash flows. SFAS No. 161 is effective beginning January 1,
2009. We are currently assessing the potential impact that adoption of SFAS No.
161 may have on our financial statements.

In May 2008, the FASB issued FAS No. 162, "THE HIERARCHY OF GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES" ("FAS 162"). This statement identifies the sources of
accounting principles and the framework for selecting the principles used in the
preparation of financial statements of nongovernmental entities that are
presented in accordance with GAAP. With the issuance of this statement, the FASB
concluded that the GAAP hierarchy should be directed toward the entity and not
its auditor, and reside in the accounting literature established by the FASB as
opposed to the American Institute of Certified Public Accountants (AICPA)
Statement on Auditing Standards No. 69, "The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles." This statement is
effective 60 days following the SEC's approval of the Public Company Accounting
Oversight Board amendments to AU Section 411, "The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles." The adoption of FAS
162 is not expected to have a material impact on the Company's results from
operations or financial position.

NOTE 3 - INVENTORIES

As of June 30, 2008 and 2007, inventory is as follows:

                                               June 30,
                                          2008         2007
                                       ----------   ----------
          Purchased goods for resale   $   38,287   $   14,663
          Raw materials                    53,356      183,893
          Finished goods for resale        16,258        3,141
                                       ----------   ----------
          Net inventory                $  107,901   $  201,697
                                       ==========   ==========

                                      F-19
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                   FOR THE YEARS ENDED JUNE 30, 2008 AND 2007

NOTE 4 - PROPERTY AND EQUIPMENT

As of June 30, 2008 and 2007, the costs and accumulated depreciation for the
property and equipment is as follows:

                                                          June 30,
                                                     2008          2007
                                                  ----------    ----------
          Property and equipment at cost          $   11,160    $    6,627
          Less: Accumulated depreciation              (4,326)       (2,340)
                                                  ----------    ----------
          Net property and equipment              $    6,834    $    4,287
                                                  ==========    ==========

Depreciation expense for the year ended June 30, 2008 and 2007 was $1,986 and
$1,325, respectively.

NOTE 5 - SECURITIES AVAILABLE FOR SALE

On February 13, 2007, the Company received 4,000,000 shares for Deep Field
Technologies Class A Common Stock as compensation pursuant to the Consulting
Agreement with Deep Field Technologies, valued at $1,120,000. The Company
provided general corporate finance advisory and other similar consulting
services for a period of six (6) months from the date of the agreement.
Subsequent to the issue date of these securities, circumstances had changed
which impaired the expected fair value of the shares and management reduced the
fair value to $280,000 at June 30, 2007. At June 30, 2008, the fair value of
these securities is $5,200. The President and CEO of the Company was also the
President and CEO of Deep Field Technologies prior to execution of the
Consulting Agreement.

NOTE 6 - GOODWILL

On September 21, 2006, the Company concluded the acquisition of Genotec
Nutritionals, Inc. Pursuant to the Asset Purchase Agreement, the Company issued
10,000,000 shares of Class A common stock valued at $300,000 to George
Kontonotas, Joseph Freedman, Susan Blancato, Michael Logerfo, Maureen
McLaughlin, Paula Daddone, Maureen Bridges and Robert Blancato.


The calculation of Goodwill is as follows:
   Common stock issued                                              $  300,000
   Plus liabilities assumed: accounts payable and accrued expense      169,015
                                                                    ----------
      Total purchase price                                             469,015

   Less assets acquired:
      Accounts receivable                                              179,002
      Inventory                                                         34,191
      Prepaid expenses                                                   2,149
      Security deposit                                                   3,183
                                                                    ----------
   Total Goodwill                                                   $  250,490

                                      F-20
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                   FOR THE YEARS ENDED JUNE 30, 2008 AND 2007

Goodwill is tested for impairment annually. Management has determined that based
on the cash flow projections for the sales of the existing products and costs of
staffing, that the Company would not recover the initial investment over a
reasonable period of time and that the goodwill created in the acquisition of
Genotec Nutritionals should be fully impaired at June 30, 2008 and June 30,
2007.

NOTE 7 - 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, 2008 and 2007, the Company has net operating loss carry forwards
of approximately $3,600,000 and $3,000,000, respectively, that can be utilized
to offset future taxable income for Federal income tax purposes through 2028.
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.

 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,
                                           2008            2007
                                       ------------    ------------
          Deferred tax asset           $  1,220,000    $  1,140,000
          Less:  Valuation allowance     (1,220,000)     (1,140,000)
                                       ------------    ------------
          Net deferred tax assets      $       --      $       --
                                       ============    ============

Net operating loss carry forwards expire starting in 2025 through 2028.

                                      F-21
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                   FOR THE YEARS ENDED JUNE 30, 2008 AND 2007

NOTE 8 - RELATED PARTY TRANSACTIONS

As of June 30, 2008 and 2007, the Company has accrued $1,031,002 and $718,483,
respectively, 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.

NOTE 9 - CONVERTIBLE DEBENTURES PAYABLE

On April 1, 2005, we entered into a Securities Purchase Agreement with YA Global
for the sale of $2,500,000 of secured convertible debentures. The agreement was
amended and restated on July 20, 2006 and January 4, 2007 to reflect the change
in the funding formulas. Pursuant to the terms of the agreement with YA Global,
on April 1, 2005 we issued a secured convertible debenture in the principal
amount of $1,250,000. On July 20, 2006, the secured convertible debenture was
amended and restated and reissued in an aggregate principal amount of
$1,330,308, which included accrued and unpaid interest on the original
convertible debenture of $80,308. Interest on the outstanding principal balance
of the Secured Convertible Debentures accrues at the annual rate of 10%. Payment
of principal and accrued interest shall be paid on or before July 1, 2008 on the
July 20, 2006 debenture. During the year ended June 30, 2007, we issued
3,086,420 shares of Class A common stock as repayment of principal of $50,000.
During the year ended June 30, 2008, we issued 158,639,780 shares of Class A
common stock as repayment of principal of $166,550. As of June 30, 2008 the
remaining principal balance of the convertible debenture was $1,113,758 plus
$244,186 of accrued interest. As of June 30, 2007 the remaining principal
balance of the convertible debenture was $1,280,308 plus $123,426 of accrued
interest.

On January 4, 2007, we issued a secured convertible debenture in the principal
amount of $625,000. Interest on the outstanding principal balance of this
Secured Convertible Debentures accrues at the annual rate of 10%. Payment of
principal and accrued interest shall be paid on or before January 1, 2009. As of
June 30, 2008 the remaining principal balance of the convertible debenture was
$625,000 plus $92,979 of accrued interest. As of June 30, 2007 the remaining
principal balance of the convertible debenture was $625,000 plus $30,308 of
accrued interest.

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 in whole or in part at any time and from time to
time, any amount of principal and accrued interest at a price equal to 90% of
the lowest closing bid price of the Common Stock during the 30 trading days
immediately preceding the conversion date, as quoted by Bloomberg, LP
("Conversion Price").

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 of the debenture may request payment of such
amounts in Common Stock of the Obligor at the Conversion Price then in-effect. A
holder of the debenture may not convert this Debenture or

                                      F-22
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                   FOR THE YEARS ENDED JUNE 30, 2008 AND 2007

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
of the debenture 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.

Upon execution of the July 20, 2006 agreements, the Company issued to YA Global
1,849,689 shares of Class A common stock, in accordance with the Termination
Agreement of July 20, 2006, and another certificate for 3,150,311 shares of
Class A common stock, for the aggregate total of 5,000,000 shares of Common
Stock (collectively, the "Commitment Shares").

The aggregate principal value of the Amended and Restated Secured Convertible
Debenture was $1,738,758 and $1,905,308 at June 30, 2008 and 2007, respectively.
These amounts are shown on the balance sheet net of the unamortized portion of
the discount on conversion of $156,250 and $1,049,627, respectively. The
discounts are being amortized over the life of the debenture and are being
recorded as a charge to amortization of discount on debt conversion on the
statement of operations.

Pursuant to the terms of the Amendment Number 1 to Amended and Restated Investor
Registration Rights Agreement with YA Global, the Company shall use its best
efforts (i) to have the Initial Registration Statement declared effective by the
SEC no later than ninety (90) days from the Scheduled Filing Deadline and (ii)
to insure that the Initial Registration Statement and any subsequent
Registration Statement remains in effect until all of the Registrable Securities
have been sold, subject to the terms and conditions of this 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. For the year ended June 30,
2008 and 2007, the Company has accrued $437,997 and $233,849, respectively, of
liquidated damages for failing to have the registration statement declared
effective by the SEC.

NOTE 10 - DERIVATIVE LIABILITY

In accordance with SFAS 133, "Accounting for Derivative Instruments and Hedging
Activities" and EITF 00-19, "Accounting for Derivative Financial Instruments
Indexed to, and Potentially Settled in, a Company's Own Stock", the conversion
feature associated with the YA Global Secured Convertible Debentures represents
embedded derivatives. As such, the Company had recognized embedded derivatives
in the aggregate amount of $2,642,352 as a liability in the accompanying
consolidated balance sheet. As of June 30, 2008 and 2007, the derivative
liability was measured at its estimated fair value of $1,912,227 and $4,510,332,
respectively.

                                      F-23
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                   FOR THE YEARS ENDED JUNE 30, 2008 AND 2007

The estimated fair value of the embedded derivative has been calculated based on
a Black-Scholes pricing model using the following assumptions:

                                               June 30, 2008   June 30, 2007
                                               -------------   -------------

         Fair market value of stock               $0.00090         $0.047
         Lowest closing bid price last 30
             trading days                         $0.00090         $0.020
         Exercise price                           $0.00081         $0.018
         Dividend yield                               0.00%          0.00%
         Risk free interest rate                      5.60%          5.60%
         Expected volatility                        291.08%        262.57%
         Expected term to repay loans              3 Years     1.00 - 1.50 Years

The derivative value of the January 4, 2007 debenture exceeded the face amount
of the debenture and as such, the excess value of $855,597 was charged to the
Loss on revaluation of derivatives on the consolidated statements of operations
for the year ended June 30, 2007.

Changes in the fair value of the embedded derivatives are calculated at each
reporting period and recorded in (gain) loss on revaluation of derivatives in
the consolidated statements of operations. During the year ended June 30, 2008,
there was a change in the fair value of the embedded derivatives, which resulted
in a total gain of $2,598,105. During the year ended June 30, 2007, there was a
change in the fair value of the embedded derivatives, which resulted in a total
loss of $2,723,577.

During the years ended June 30, 2008 and 2007, the Company paid down a portion
of one of the YA Global Debentures by the issuance of common stock for an
aggregate of $216,550.

In accordance with SFAS 133, SFAS 150 and EITF 00-19, the initial fair market
value of the derivatives is recorded as a debt discount. The initial value of
the debt discount of $1,786,755 is being amortized over the life of the
convertible debentures. Amortization expense on the derivative for the years
ended June 30, 2008 and 2007 was $893,378 and $737,128, respectively.

NOTE 11 - 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, 2008 and 2007, no shares were issued or
outstanding.

                                      F-24
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                   FOR THE YEARS ENDED JUNE 30, 2008 AND 2007

CLASS A COMMON STOCK

Class A Common Stock consists of the following as of June 30, 2008 and 2007:
450,000,000 shares of authorized common stock with no par value, 377,105,051 and
145,727,523, respectively, 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, 2008, the Company had the following transactions in
its Class A common stock:

     The Company issued 4,738,148 shares of its Class A Common Stock valued at
     $38,457, as compensation to Meritz & Muenz LLP for repayment of legal
     services valued at $38,379, which was provided during the year ended June
     30, 2006, pursuant to the terms of the MM2 Plan. A beneficial interest
     expense of $78 was charged to operations.

     The Company issued 2,999,600 shares of its Class A Common Stock valued at
     $42,997, as compensation to officers of Genotec Nutritionals for bonuses
     pursuant to the provisions of the Genotec Plan.

     The Company issued 158,639,780 shares of its Class A Common Stock to YA
     Global, valued at $420,646, for conversion of $166,550 of Secured
     Convertible Debentures issued on April 7, 2005 and subsequently amended on
     July 20, 2006. A beneficial interest expense of $254,096 was charged to
     operations.

     The Company converted 14,615 shares of Class B Common Stock into 65,000,000
     shares of Class A Common Stock, pursuant to the provisions of Class B
     Common Stock.


For the year ended June 30, 2007, the Company had the following transactions in
its Class A common stock:

     The Company issued 1,849,689 shares of Class A common stock with a total
     value of $120,230, which represents full satisfaction of the Commitment
     Shares under the Standby Equity Distribution Agreement, pursuant to the
     Termination Agreement of July 20, 2006.

     The Company issued 3,150,311 shares of Class A common stock with a total
     value of $204,770, for Commitment Shares pursuant to the Amended and
     Restated Securities Purchase Agreement of July 20, 2006.

     The Company issued 1,411,765 shares of its Class A common stock with a
     total value of $77,005, as compensation for the strategic alliance with
     UTEK Corporation to identify synergistic technology acquisition
     opportunities in the future. These shares were subsequently cancelled on
     March 1, 2007.

                                      F-25
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                   FOR THE YEARS ENDED JUNE 30, 2008 AND 2007

     The Company issued 600,000 shares of its Class A common stock with a total
     value of $30,000, as compensation to Stephen Wien for services provided.

     The Company concluded the acquisition of Genotec Nutritionals, Inc.
     Pursuant to the Asset Purchase Agreement, the Company issued 10,000,000
     shares of Class A common stock valued at $300,000 to George Kontonotas,
     Joseph Freedman, Susan Blancato, Michael Logerfo, Maureen McLaughlin, Paula
     Daddone, Maureen Bridges and Robert Blancato.

     The Company issued 300,000 shares of its Class A common stock with a total
     value of $10,500, as compensation for the consulting services with Allison
     Investment Corp. on matters related to mergers and acquisitions.

     The Company issued 100,000 restricted shares of its' Class A Common Stock
     with a total value of $4,000, to Dr. Yevsey Belinky for development of a
     new product line.

     The Company issued 500,000 restricted shares of its' Class A Common Stock
     with a total value of $25,000, to William Maier pursuant to his consulting
     agreement for product marketing services.

     The Company issued 3,086,420 restricted shares of its' Class A Common Stock
     to YA Global upon conversion of $50,000 of the YA Global Convertible
     Debentures.

     The Company issued 2,000,000 restricted shares of its' Class A Common Stock
     with a total value of $112,000, to Dr. Jeffrey Shapiro, and his assignees,
     as a partial fee for joining the Company's Board of Scientific Advisors and
     for providing the Company consulting services relating to the development
     of a new product line.


     The Company terminated its agreement with UTEK Corporation and canceled the
     1,411,725 shares of Class A Common Stock previously issued. The Company
     reissued 825,852 shares of its' Class A Common Stock with a total value of
     $45,046, in settlement of all fees earned through the termination date.

CLASS B COMMON STOCK

Class B Common Stock consists of 50,000,000 shares of authorized common stock
with no par value. 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.

                                      F-26
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                   FOR THE YEARS ENDED JUNE 30, 2008 AND 2007

As of June 30, 2008, 10,000,000 shares of Class B Common Stock were issued and
9,985,375 shares of Class B Common Stock were outstanding. For the year ended
June 30, 2008, the Company had the following transactions in its Class B Common
Stock:

     On May 16, 2008, the Company issued 32,497,778 shares of Class A Common
     Stock upon conversion of 7,312 shares of Class B Common Stock to Mr. Mark
     Meller, President and CEO of the Company.

     On May 16, 2008, the Company issued 32,502,222 shares of Class A Common
     Stock upon conversion of 7,313 shares of Class B Common Stock to Mr. Jerome
     Mahoney, Non-executive Chairman of the Board of the Company.

As of June 30, 2007, 10,000,000 shares of Class B Common Stock were issued and
outstanding.

NOTE 12 - WARRANTS

On April 1, 2005, the Company sold to YA Global Capital a warrant to purchase
750,000 shares of its common stock for a purchase price of $10. This warrant had
an exercise price of $.07 per shares, was vested immediately and expires two
years from the date of issue. On July 20, 2006, the Company issued an Amended
and Restated warrant which changed the exercise price to $.05 per share and
extended the redemption period to five years from the date of issuance. The fair
value of the amended warrant of $44,625 was estimated using the Black-Scholes
option-pricing model with the following weighted-average assumptions: dividend
yield of 0%; expected volatility of 142.21%; risk-free interest rates of 4.60%;
and expected life of 5 years. The gain on the disposition of the initial warrant
was credited to other income for $40,192. The expense for the amended warrant of
$44,625 was charged to financing costs.

On March 16, 2006, the Company issued to YA Global a warrant to purchase
20,000,000 shares of its common stock pursuant to the Waiver and Extension
Agreement between the Company and YA Global. 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 13 - STOCK INCENTIVE PLANS

2007 STOCK INCENTIVE PLANS
--------------------------
On July 18, 2007, the Company adopted the MM2 Group, Inc. 2007 Stock Incentive
Plan ("MM2 Plan") and the Genotec Nutritionals, Inc. 2007 Stock Incentive Plan
("Genotec Plan"). The purpose of the 2007 plans is to (i) provide long-term
incentives and rewards to employees, directors, independent contractors or
agents of iVoice, Inc. and its subsidiaries; (ii) assist the Company in
attracting and retaining employees, directors, independent contractors or agents
with

                                      F-27
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                   FOR THE YEARS ENDED JUNE 30, 2008 AND 2007

experience and/or ability on a basis competitive with industry practices; and
(iii) associate the interests of such employees, directors, independent
contractors or agents with those of the Company's stockholders.

Under the plans, the Board of Directors shall have all the powers vested in it
by the terms of the plans to select the Eligible Participants to be granted
awards under the plans, to determine the type, size and terms of awards to be
made to each Eligible Participant selected, to determine the time when awards
will be granted, when they will vest, when they may be exercised and when they
will be paid, to amend awards previously granted and to establish objectives and
conditions, if any, for earning awards and whether awards will be paid after the
end of the award period. The Board shall have full power and authority to
administer and interpret the plans and to adopt such rules, regulations,
agreements, guidelines and instruments for the administration of the plans and
for the conduct of its business as the Board deems necessary or advisable and to
interpret same. The Board's interpretation of the plans, and all actions taken
and determinations made by the Board pursuant to the powers vested in it
hereunder, shall be conclusive and binding on all parties concerned, including
the Company stockholders, any participants in the plans and any other Eligible
Participant of the Company.

All employees of the Company and all employees of Affiliates shall be eligible
to participate in one of the plans. The Board, in its sole discretion, shall
from time to time designate from among the eligible employees and among
directors, independent contractors or agents those individuals who are to
receive awards under and thereby become participants in the plans.

NOTE 14 -  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 February 1, 2005, our wholly owned subsidiary, Genotec Nutritionals amended
its operating lease for office and warehouse space at 450 Commack Road, Deer
Park, NY. The term of the lease is four years commencing March 1, 2005. Monthly
base rental payments under the new

                                      F-28
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                   FOR THE YEARS ENDED JUNE 30, 2008 AND 2007

lease range from $3,067 to $3,354 per month. We are required to pay property
taxes, utilities, insurance and other costs relating to the leased facilities to
include allocated common area maintenance charges, snow removal charges and
landlord insurance charges as deemed necessary.

The following is a schedule by years of future minimum rental payments required
under the operating lease, which has an initial or remaining non-cancelable
lease term in excess of one year:

    For the period ending June 30, 2009      $   26,833
                                             ----------
                                             $   26,833
                                             ==========

NOTE 15 - 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.

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.

NOTE 16 - SUBSEQUENT EVENTS

As of July 1, 2008, the Company is in default of the repayment terms of the July
20, 2006 YA Global Convertible Debenture. Per the terms of the debenture, "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 of the debenture may request payment of such
amounts in Common Stock of the Obligor at the Conversion Price then in-effect."
As of the date of this filing, YA Global has not demanded payment and management
is in negotiations to restructure the debt.

On July 9, 2008 and July 28, 2008, the Company issued an aggregate of 36,801,932
shares of its Class A Common Stock to YA Global, valued at $25,753, for
conversion of Secured Convertible Debentures issued on April 7, 2005 and
subsequently amended on July 20, 2006.

                                      F-29
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                   FOR THE YEARS ENDED JUNE 30, 2008 AND 2007

On July 17, 2008 and July 25, 2008, the Company converted an aggregate of 8,121
shares of Class B Common Stock into 36,093,016 shares of Class A Common Stock,
pursuant to the provisions of Class B Common Stock.


























                                      F-30