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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               ------------------

                                   FORM 10-QSB

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

For the Quarter Period Ended
March 31, 2004                                    Commission File No. 333-105840

                        PETCARE TELEVISION NETWORK, INC.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its Charter)

            Florida                                             59-3459320
------------------------------                              -------------------
  (State or jurisdiction of                                   (IRS Employer
incorporation or organization)                              Identification No.)

8406 Benjamin Road, Suite C, Tampa, FL                             33634
---------------------------------------                         ----------
(Address of Principal Executive Office)                         (Zip Code)

Registrant's telephone number, including area code:  (813) 888-7330
                                                     --------------

Former name, former address and former fiscal year, if changed since last
report:  N/A
        -----


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 a 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 [ ]   No [X]


The number of shares issued and  outstanding of the  Registrant's  Common Stock,
$.0005 par value, as of May 14, 2004 was 12,439,542.


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<PAGE>

                         PART I - FINANCIAL INFORMATION


ITEM 1:  FINANCIAL STATEMENTS

Balance Sheets as of March 31, 2004 and December 31, 2003                     3

Statements of Operations for the three months ended
      March 31, 2004 and 2003 and from inception (October 2, 1989)            4

Statements of Changes in Stockholders' Equity for the period
      from inception (October 2, 1989) through March 31, 2004.                5

Statements of Cash Flows for the three months ended March 31, 2004
      and 2003 and from inception (October 2, 1989)                           7

Notes to the Financial Statements                                          8-12



                                       2
<PAGE>

                PETCARE TELEVISION NETWORK, INC.
                  (A DEVELOPMENT STAGE COMPANY)
                          BALANCE SHEET

<TABLE>
<CAPTION>
                                                                         March 31,     December 31,
                                                                           2004           2003
                                                                         Unaudited       Audited
                                                                        -----------    -----------
<S>                                                                     <C>            <C>
                                     ASSETS
Current assets:
    Cash                                                                $   268,803    $        --
    Accounts receivable                                                       8,500             --
    Prepaid expenses                                                          9,114          2,630
    Other receivables                                                           136            136
    DVD production costs                                                     36,279         29,220
                                                                        -----------    -----------
         Total current assets                                               322,832         31,986

Fixed assets:
    Computer equipment, net of accumulated depreciation of $1,986
      and $1,287 at March 31, 2004 and December 31, 2003 respectively         8,279          3,332

Other assets:
    Security deposits                                                         7,596          7,596
                                                                        -----------    -----------

         Total assets                                                   $   338,707    $    42,914
                                                                        ===========    ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
    Bank overdraft                                                      $        --    $     8,203
    Accounts payable                                                        212,362        100,854
    Accrued expenses and other current liabilities                          191,922        358,442
    Deferred revenue                                                          4,571             --
    Notes payable to stockholders                                           127,500        197,000
    Note payable                                                          1,000,000          9,000
                                                                        -----------    -----------
         Total current liabilities                                        1,536,355        673,499
                                                                        -----------    -----------
Long-term liabilities
    Notes payable                                                         1,375,000      1,375,000
    Note payable to stockholder                                              50,000         50,000
    Deferred revenue                                                          9,008             --
                                                                        -----------    -----------
         Total long-term liabilities                                      1,434,008      1,425,000
                                                                        -----------    -----------

         Total liabilities                                                2,970,363      2,098,499
                                                                        -----------    -----------
    Stockholders' deficit:
       Preferred stock - no par value; 10,000,000 shares authorized;
         Series A - 1,500,000 shares authorized; 0 and 101,250 shares
           issued and outstanding at March 31, 2004 and December 31,
           2003 respectively                                                     --        202,500
         Series B - 1,000,000 shares authorized; 1,000 shares issued
           and outstanding                                                    2,000          2,000
       Common stock - par value $.0005; 50,000,000 shares authorized;
        12,361,959 shares issued and outstanding                              6,181          5,918
       Additional paid-in capital                                           320,019        117,782
       Accumulated deficit during development stage                      (2,959,856)    (2,383,785)
                                                                        -----------    -----------
          Total stockholders' deficit                                    (2,631,656)    (2,055,585)
                                                                        -----------    -----------

          Total liabilities and stockholders' deficit                   $   338,707    $    42,914
                                                                        ===========    ===========
</TABLE>

                       See Notes to Financial Statements.

                                       3

<PAGE>

                        PETCARE TELEVISION NETWORK, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                       UNAUDITED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
               FROM INCEPTION (October 2, 1989) to MARCH 31, 2004

<TABLE>
<CAPTION>
                                                                                  From
                                                       March 31,              Inception to
                                             ----------------------------       March 31,
                                                 2004            2003             2004
                                             ------------    ------------    ------------
<S>                                          <C>             <C>             <C>
Revenues, net                                $      9,178    $         --    $     21,309

Cost of revenues                                       --              --           1,638
                                             ------------    ------------    ------------

Gross profit                                        9,178              --          19,671
                                             ------------    ------------    ------------

Operating expenses:
     DVD production costs                          29,220          33,607         197,987
     General and administration                   380,795         169,652       1,691,834
     Sales and marketing                          104,451          45,452         773,705
     Depreciation and amortization                    699          15,847         146,543
                                             ------------    ------------    ------------
          Total operating expense                 515,165         264,558       2,810,069
                                             ------------    ------------    ------------

Operating loss                                   (505,987)       (264,558)     (2,790,398)
                                             ------------    ------------    ------------
Other income and (expense)
     Interest expense                             (70,275)         (7,383)       (174,915)
     Interest income                                  191              --             191
     Other income                                      --              --           1,440
     Gain on sale of subsidiary                        --              --           2,421
                                             ------------    ------------    ------------
          Total other income (expense)            (70,084)         (7,383)       (170,863)
                                             ------------    ------------    ------------

Loss before extraordinary items                  (576,071)       (271,941)     (2,961,261)

     Gain on extinguishment of debt                    --              --           1,404
                                             ------------    ------------    ------------

Loss before taxes                                (576,071)       (271,941)     (2,959,857)

     Provision for income taxes                        --              --              --
                                             ------------    ------------    ------------

Net loss                                     $   (576,071)   $   (271,941)   $ (2,959,857)
                                             ============    ============    ============

Net loss per share, basic and diluted        $      (0.05)   $      (0.02)   $      (0.63)
                                             ============    ============    ============

Weighted average shares, basic and diluted     12,361,959      11,786,000       4,694,855
                                             ============    ============    ============
</TABLE>

                       See Notes to Financial Statements.

                                       4

<PAGE>

                        PETCARE TELEVISION NETWORK, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                  UNAUDITED STATEMENTS OF STOCKHOLDERS' EQUITY
       FOR PERIOD FROM INCEPTION (October 2, 1989) THROUGH MARCH 31, 2004

<TABLE>
<CAPTION>

                                                  Preferred Stock                 Common Stock           Additional
                                            --------------------------    --------------------------      Paid-in      Subscription
                                               Shares         Amount         Shares         Amount        Capital       Receivable
                                            -----------    -----------    -----------    -----------    -----------    -----------
<S>                                            <C>         <C>             <C>           <C>            <C>            <C>
Issuance of $0.01 par value common
  shares to an individual for a note                 --    $        --          1,000    $       100    $     1,900    $    (2,000)
Payment of subscription receivable                                                                                           1,885
Stock split 2,000:1 and change par
 value from $0.01 to $0.0005                         --             --      1,999,000            900           (900)            --
                                            -----------    -----------    -----------    -----------    -----------    -----------
BALANCE, DECEMBER 31, 1996                           --             --      2,000,000          1,000          1,000           (115)
Repurchase of shares                                 --             --             --             --             --             --
Issuance of common stock                             --             --      2,476,000          1,238          3,762         (5,000)
                                            -----------    -----------    -----------    -----------    -----------    -----------
BALANCE, DECEMBER 31, 1997                           --             --      4,476,000          2,238          4,762         (5,115)
Net loss                                             --             --             --             --             --             --
                                            -----------    -----------    -----------    -----------    -----------    -----------
BALANCE, DECEMBER 31, 1998                           --             --      4,476,000          2,238          4,762         (5,115)
                                                     --             --             --             --             --             --
                                            -----------    -----------    -----------    -----------    -----------    -----------
BALANCE, DECEMBER 31, 1999                           --             --      4,476,000          2,238          4,762         (5,115)
Shares issued in connection
 with merger with Y2K Recording, Inc.                --             --      1,025,000            513             --             --
Net income                                           --             --             --             --             --             --
                                            -----------    -----------    -----------    -----------    -----------    -----------
BALANCE, DECEMBER 31, 2000                           --             --      5,501,000          2,751          4,762         (5,115)
Shares issued in connection
 with merger with Savage Mojo, Inc.                  --                     8,000,000          4,000             --             --
Shares issued for services                           --                        10,000              5            995             --
Contributed capital                                  --             --             --             --          5,672             --
Net loss                                             --             --             --             --             --             --
                                            -----------    -----------    -----------    -----------    -----------    -----------
BALANCE, DECEMBER 31, 2001                           --             --     13,511,000          6,756         11,429         (5,115)
Series A shares sold in private placement        47,750         95,500             --             --             --             --
Retire treasury stock                                --             --     (1,725,000)          (863)        (4,137)            --
Shares issued as premium for notes                   --             --      2,939,553          1,470             --             --
Shares issued for Cohen employment
 agreement                                           --             --        748,447            374         74,471             --
Cancellation of outstanding stock
 returned by M. Klimes                               --             --     (4,000,000)        (2,000)            --             --
Shares issued for services                           --             --        312,000            156         31,044             --
Payment of subscription receivable                   --             --             --             --             --          5,000
Write off of subscription receivable                                                                                           115
Net loss                                             --             --             --             --             --             --
                                            -----------    -----------    -----------    -----------    -----------    -----------
BALANCE, DECEMBER 31, 2002                       47,750         95,500     11,786,000          5,893        112,807             --
Shares issued for services                           --             --         50,000             25          4,975             --
Series A shares sold in private placement        53,500        107,000             --             --             --             --
Series B shares sold in private placement         1,000          2,000             --             --             --             --
Net loss                                             --             --             --             --             --             --
                                            -----------    -----------    -----------    -----------    -----------    -----------
BALANCE, DECEMBER 31, 2003                      102,250        204,500     11,836,000          5,918        117,782             --
Conversion of Series A to common               (101,250)      (202,500)       525,959            263        202,237             --
Net loss                                             --             --             --             --             --             --
                                            -----------    -----------    -----------    -----------    -----------    -----------
BALANCE, MARCH 31, 2004                           1,000    $     2,000     12,361,959    $     6,181    $   320,019    $        --
                                            ===========    ===========    ===========    ===========    ===========    ===========
</TABLE>

                       See Notes to Financial Statements.

                                       5

<PAGE>

                        PETCARE TELEVISION NETWORK, INC.
                          (A DEVELOPMENT STAGE COMPANY)
            UNAUDITED STATEMENTS OF STOCKHOLDERS' EQUITY (CONTINUED)
       FOR PERIOD FROM INCEPTION (October 2, 1989) THROUGH MARCH 31, 2004

<TABLE>
<CAPTION>
                                             Accumulated
                                            Deficit during        Treasury Stock
                                              Development   --------------------------
                                                Stage          Shares         Amount         Total
                                             -----------    -----------    -----------    -----------
<S>                                          <C>            <C>            <C>            <C>
Issuance of $0.01 par value common
  shares to an individual for a note         $        --    $        --    $        --    $        --
Payment of subscription receivable                                                              1,885
Stock split 2,000:1 and change par
 value from $0.01 to $0.0005                          --             --             --             --
                                             -----------    -----------    -----------    -----------
BALANCE, DECEMBER 31, 1996                            --             --             --          1,885
Repurchase of shares                                  --     (1,725,000)        (5,000)        (5,000)
Issuance of common stock                              --             --             --             --
                                             -----------    -----------    -----------    -----------
BALANCE, DECEMBER 31, 1997                            --     (1,725,000)        (5,000)        (3,115)
Net loss                                          (2,867)            --             --         (2,867)
                                             -----------    -----------    -----------    -----------
BALANCE, DECEMBER 31, 1998                        (2,867)    (1,725,000)        (5,000)        (5,982)
                                                      --             --             --             --
                                             -----------    -----------    -----------    -----------
BALANCE, DECEMBER 31, 1999                        (2,867)    (1,725,000)        (5,000)        (5,982)
Shares issued in connection
 with merger with Y2K Recording, Inc.                 --             --             --            513
Net income                                           434             --             --            434
                                             -----------    -----------    -----------    -----------
BALANCE, DECEMBER 31, 2000                        (2,433)    (1,725,000)        (5,000)        (5,035)
Shares issued in connection
 with merger with Savage Mojo, Inc.                   --             --             --          4,000
Shares issued for services                            --             --             --          1,000
Contributed capital                                   --             --             --          5,672
Net loss                                         (57,151)            --             --        (57,151)
                                             -----------    -----------    -----------    -----------
BALANCE, DECEMBER 31, 2001                       (59,584)    (1,725,000)        (5,000)       (51,514)
Series A shares sold in private placement             --             --             --         95,500
Retire treasury stock                                 --      1,725,000          5,000             --
Shares issued as premium for notes                    --             --             --          1,470
Shares issued for Cohen employment
 agreement                                            --             --             --         74,845
Cancellation of outstanding stock
 returned by M. Klimes                                --             --             --         (2,000)
Shares issued for services                            --             --             --         31,200
Payment of subscription receivable                    --             --             --          5,000
Write off of subscription receivable                                                              115
Net loss                                        (498,888)            --             --       (498,888)
                                             -----------    -----------    -----------    -----------
BALANCE, DECEMBER 31, 2002                      (558,472)            --             --       (344,272)
Shares issued for services                            --             --             --          5,000
Series A shares sold in private placement             --             --             --        107,000
Series B shares sold in private placement             --             --             --          2,000
Net loss                                      (1,825,313)            --             --     (1,825,313)
                                             -----------    -----------    -----------    -----------
BALANCE, DECEMBER 31, 2003                    (2,383,785)            --             --     (2,055,585)
Conversion of Series A to common                      --             --             --             --
Net loss                                        (576,071)            --             --       (576,071)
                                             -----------    -----------    -----------    -----------
BALANCE, MARCH 31, 2004                      $(2,959,856)            --    $        --    $(2,631,656)
                                             ===========    ===========    ===========    ===========
</TABLE>
                       See Notes to Financial Statements.

                                       6

<PAGE>

                (A DEVELOPMENT STAGE COMPANY)
             UNAUDITED STATEMENTS OF CASH FLOWS
             FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
     FROM INCEPTION (October 2, 1989) to MARCH 31, 2004

<TABLE>
<CAPTION>
                                                                                                   From
                                                                           March 31,           Inception to
                                                                 -------------------------       March 31,
                                                                     2004          2003            2004
                                                                 -----------    -----------    -----------
<S>                                                              <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITES
  Net loss                                                       $  (576,071)   $  (271,941)   $(2,959,856)
     Adjustments to reconcile net loss to net cash flows from
        operating activities:
          Depreciation and amortization expense                          699         15,847          9,617
          Gain on sale of subsidiary                                      --             --         (2,421)
          Gain on extinguishment of debt                                  --             --         (1,404)
          Compensation expense - stock for services                       --             --        106,045
          Bad debt expense - write off subscription receivable                                         115
          Changes in assets and liabilities:
             Accounts receivable                                      (8,500)            --         (8,500)
             DVD production costs                                     (7,059)            --        (36,279)
             Other current receivables                                (6,484)        (4,586)        (9,250)
             Prepaid advertising                                          --       (552,000)            --
             Security deposits                                            --             --         (7,596)
             Bank overdraft                                               --             --          8,203
             Accounts payable                                        111,508        (51,062)       212,362
             Accrued expenses and other current liabilities         (183,723)            --       (183,723)
             Deferred revenue                                         13,579        (89,291)       380,451
                                                                 -----------    -----------    -----------

Net cash flows (used) in operating activities                       (656,051)      (953,033)    (2,492,236)
                                                                 -----------    -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of equipment                                               (5,646)        (4,053)       (10,766)
                                                                 -----------    -----------    -----------

Net cash flows (used) in investing activities                         (5,646)        (4,053)       (10,766)
                                                                 -----------    -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Common stock issued                                                     --             --         14,185
  Common stock subscriptions (issued) paid                                --             --           (115)
  Preferred stock issued                                                  --         80,000        204,500
  Proceeds from notes payable                                      1,000,000      1,000,000      2,375,000
  Proceeds from loans from stockholders                                   --         63,000             --
  Repayment of loans from stockholders                               (69,500)      (129,300)       178,235
                                                                 -----------    -----------    -----------

Net cash flows provided by financing activities                      930,500      1,013,700      2,771,805
                                                                 -----------    -----------    -----------

Decrease in cash                                                     268,803         56,614        268,803
Cash, beginning of period                                                 --          1,105             --
                                                                 -----------    -----------    -----------
Cash, end of period                                              $   268,803    $    57,719    $   268,803
                                                                 ===========    ===========    ===========

               SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid for interest                                           $     2,010    $     2,582    $     4,723
                                                                 ===========    ===========    ===========
</TABLE>


                       See Notes to Financial Statements.

                                       7
<PAGE>

                        PETCARE TELEVISION NETWORK, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2004


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

PetCARE Television  Network,  Inc. ("PetCARE TV" or the "Company") was organized
as a Florida  corporation on October 2, 1989.  PetCARE TV is a development stage
company,  and as such has devoted its efforts  since its inception in developing
and  implementing  its  business  plan,  which  includes  but is not  limited to
establishing a subscriber network of approximately  3,000 veterinary clinics and
hospitals,  writing and producing its DVD magazines and making initial  contacts
with potential  advertisers,  obtaining debt and equity financing,  establishing
its  accounting  systems,  and other  administrative  functions.  The  Company's
primary goal is to provide educational programming focused on optimal healthcare
for animal  companions  and  targeted  to pet owners  worldwide.  The  Company's
programming is obtained through a one, three, or four-year subscription,  with a
TV/DVD system  included in the three-year  plan. The Company's  updated DVDs are
shipped monthly to all veterinarian subscribers. Commercial advertisers fund the
programming included on the DVDs.

Basis of Accounting

PetCARE TV maintains  its  financial  records and  financial  statements  on the
accrual basis of  accounting.  The accrual  basis of  accounting  provides for a
better matching of revenues and expenses.

Interim Information

The accompanying unaudited financial statements of PetCARE TV have been prepared
in accordance with accounting principles generally accepted in the United States
of America for interim  financial  information and with the instructions to Form
10-QSB and Rule 10-01 of Regulation S-X. All adjustments,  which, in the opinion
of management,  are necessary for a fair presentation of the financial condition
and  results  of  operations,  have been  included.  Operating  results  for the
three-month  period ended March 31, 2004 are not  necessarily  indicative of the
results that may be expected for the year ending December 31, 2004.

Cash and Cash Equivalents

For purposes of the Statements of Cash Flows,  PetCARE TV considers amounts held
by financial  institutions and short-term  investments with an original maturity
of 90 days or less to be cash and cash equivalents.

Fiscal Year

PetCARE TV elected December 31 as its fiscal year.

Revenue Recognition

PetCARE TV generates revenue from two primary sources, namely advertisers on its
DVD  magazines  (the   "Advertisers")   and  subscribers  to  its  network  (the
"Subscribers").  With regard to  Advertisers,  it  recognizes  revenue  over the
periods in which the advertisers'  commercials appear on its DVD magazine.  With
regard to Subscribers,  revenue is recognized proportionately over the length of
the subscription agreement (1, 3, or 4 years) entered into by the Subscribers.


                                       8
<PAGE>

                        PETCARE TELEVISION NETWORK, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2004


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Income Taxes

PetCARE TV records  its  federal  and state tax  liability  in  accordance  with
Financial  Accounting  Standards  Board Statement No. 109 "Accounting for Income
Taxes".  The  deferred  taxes  payable are recorded  for  temporary  differences
between the  recognition of income and expenses for tax and financial  reporting
purposes, using current tax rates. Deferred assets and liabilities represent the
future tax  consequences of those  differences,  which will either be taxable or
deductible when the assets and liabilities are recovered or settled.

Since its inception, PetCARE TV has an accumulated loss of $2,959,856 for income
tax purposes,  which can be used to offset future  taxable  income through 2023.
The potential tax benefit of this loss is as follows:

                  Future tax benefit          $  887,957
                  Valuation allowance           (887,957)
                                              ----------
                  Future tax benefit          $       --
                                              ==========

As of March 31,  2004,  no  deferred  taxes were  recorded  in the  accompanying
financial statements.

Use of Estimates

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

Advertising Costs

PetCARE TV  expenses  the  production  costs of  advertising  the first time the
advertising takes place.

Fixed Assets

PetCARE  TV's  fixed  assets  consist  of  computer  equipment,  which are being
depreciation over 3 years.


NOTE B - COMMON AND PREFERRED STOCK

Start of trading on the OTC Bulletin Board

On February 2, 2004, PetCARE TV's common stock began trading on the OTC-Bulletin
Board under the symbol PTNW.  There is a limited  public  trading market for its
common stock and a regular,  more active trading  market may not develop,  or if
developed, may not be sustained.


                                       9
<PAGE>

                        PETCARE TELEVISION NETWORK, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2004


NOTE B - COMMON AND PREFERRED STOCK (CONTINUED)

Issuance of Common Stock

On February 25, 2004,  the Company  converted  101,250  shares of Series A Stock
into an aggregate of 525,959 shares of the Company's common stock,  based on the
conversion  formula contained in the Certificate of Designation.  As a result of
the foregoing, the Company amended the Certificate of

Designation  relating  to the Series A Stock to reduce the number of  authorized
Series A Stock to  101,250  and  immediately  cancelled  those  shares,  and the
balance of  1,398,750  shares of Series A Stock were  returned  to the status of
authorized but unissued and undesignated shares of Preferred Stock.

Series B Convertible Preferred Stock

On October 21,  2003,  the Board of Directors of PetCARE TV adopted a resolution
providing  for  the  creation  of  PetCARE  TV's   Certificate  of  Designation,
Preferences, Rights and Limitations for its Series B Convertible Preferred Stock
("Series B Stock"). As a result of this resolution, PetCARE has 1,000,000 no par
value  preferred  shares  authorized.  These  shares  are  convertible  into the
Company's  Common  Stock at any time  commencing  one (1) year  from the date of
issuance.  Each share of Series B Preferred  Stock  converts  into shares of the
Company's  Common  Stock at the  variable  conversion  price equal to 60% of the
average  closing  price as reported by Bloomberg  L.P. for the five trading days
preceding  the date of  conversion.  However,  in no event shall the  conversion
price be less than  $0.75 per share,  nor  greater  than  $3.00 per  share.  The
holders of the preferred shares will not be entitled to dividends;  however, the
Board of  Directors  has the ability to declare  dividends  at a later date.  In
November 2003,  PetCARE TV offered  1,000,000 of its Series B Stock in a private
placement of units  consisting of one share of Series B Stock and one warrant to
purchase  common stock of the Company for $2.00 per unit.  As of March 31, 2004,
1,000 shares were sold for $2,000.  No other shares of Series B Stock were sold.
The Company has discontinued  this offering and anticipates that the Certificate
of  Designation  will be amended,  although  the  preferences  have not yet been
established.  In May 2004,  the  Company  refunded  the $2,000  paid by the sole
shareholder  of Series B Stock.  The  offering  is  claimed  to be exempt  under
Section 4(2) of the Securities Act of 1933

Stock Options

PetCARE  TV has  an  equity  incentive  plan  available  to  key  employees  and
consultants of the Company.  Under the plan, PetCARE TV may grant options for up
to two million  shares of common  stock.  The exercise  price of each  incentive
option is equal to the greater of the fair market value of PetCARE TV's stock on
the date of grant or the  aggregate par value of the stock on the date of grant.
In the case of any 10% stockholder,  the incentive option price will not be less
than  110% of the  fair  market  value on the date of  grant.  The  Compensation
Committee of the Board of Directors shall determine the price at which shares of
stock may be purchased  under a  nonqualified  option.  Options expire ten years
from the date of grant,  except for those  granted to a 10%  stockholder,  which
expire  five  years  from the date of grant.  To date,  PetCARE  TV has  granted
159,000 nonqualified options under the plan.

NOTE C - DVD PRODUCTION COSTS

Statement of Financial Accounting Standards (SFAS) No. 86 states that internally
developed software costs can be capitalized once  technological  feasibility has
been reached. Technological feasibility has been reached when a complete working
model has been produced.  Through March 31, 2004,  PetCARE TV finished its first


                                       10
<PAGE>

                        PETCARE TELEVISION NETWORK, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2004


NOTE C - DVD PRODUCTION COSTS (CONTINUED)

five educational video magazines (in DVD format). PetCARE TV updated programming
on a quarterly basis (i.e. adding new advertising, new pet care tips, etc.).

During the three  months  ended  March 31,  2004,  $36,279  was  incurred in the
production of PetCARE TV's fifth video magazine  (distributed to its subscribers
in early April 2004),  of which all amounts were  capitalized  as DVD production
costs.  All cost related to the production of previous video magazines have been
expensed.

In April  2004,  PetCARE  TV began  distributing  a monthly  edition  of its DVD
magazine.

NOTE D - RELATED PARTY TRANSACTIONS

At December  31, 2003,  PetCARE TV had a consulting  agreement in place with Mr.
Calaway,  a member of its Board of  Directors.  The  agreement  states  that Mr.
Calaway provide financial consulting services,  at the direction of the Board of
Directors,  for the amount of $667 per month  until  PetCARE TV has  received an
aggregate of $2.5 million in funding.

In June  2002,  PetCARE  TV  issued  non-interest  bearing  promissory  notes as
follows:

      o     Daniel V. Hugo, a former  officer and director,  for a loan from him
            of $25,000

      o     Robert and Janna Hugo for a loan from them of $6,000

      o     Robert and Jamie Turner for a loan from them of $5,000

The  repayment of these notes is contingent  upon the receipt of funds  received
through  private  placement  transactions  pursuant to Rule 506,  with  periodic
payments to be made to the holders as follows:  10% due after the first $300,000
is received; 10% due after the next $100,000 is received; 10% due after the next
$100,000  is  received,  35% due after the next  $100,000 is  received;  and the
remaining 35% due after the next $100,000 is received.  As of December 31, 2003,
the aggregate principal balance on these notes is $36,000.

On March 10,  2003,  May 28,  2003,  June 6, 2003,  and July 1, 2003  PetCARE TV
entered into note purchase and security  agreements  (the "Edge Notes") with Pet
Edge, LLC, a Connecticut limited liability company ("Edge").  Edge was organized
for the sole purpose of funding the Company's  business plan. Under the terms of
the Edge Notes,  Edge  loaned the  Company  $1,000,000,  $50,000,  $50,000,  and
$275,000 respectively with simple interest at the rate of ten percent per annum.
All principal and accrued  interest on the Edge Notes is due March 9, 2006,  May
27, 2006,  June 5, 2006,  and June 30, 2006  respectively.  The notes may not be
prepaid in whole or in part without the written  consent of the Edge.  To secure
the  Company's  obligations  under the notes,  the Company  granted Edge a first
priority security  interest on all of its assets,  now owned and acquired during
the term of the Edge  Notes.  The  principal  and  interest on the Edge Notes is
convertible into shares of common stock of the Company at $.246 per share.

On November  10, 2003,  PetCARE TV entered into an agreement  with Edge to amend
the terms of conversion  of their notes issued on March 10, 2003,  May 28, 2003,
June 6, 2003, and July 1, 2003. Under the terms of the agreement, the conversion
price on the respective notes totaling  $1,375,000  provides that if shares,  in
segments of not less than $250,000,  are converted before one year from the date
of the  agreement,  the  conversion  price  will be  $0.214  per  share,  and if
converted  after one year from the date of the  agreement  and  before two years
from the date of the agreement, the conversion price will be $0.23 per share.


                                       11
<PAGE>

                        PETCARE TELEVISION NETWORK, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2004


NOTE D - RELATED PARTY TRANSACTIONS (CONTINUED)

On June 10, 2003,  PetCARE TV entered into a note purchase agreement with one of
its  directors,  Dr. Mark Maltzer (the "Maltzer  Note").  Under the terms of the
Maltzer Note, Dr. Maltzer agreed to loan PetCARE $50,000 with simple interest at
a rate of ten percent per annum.  All principal and accrued interest is due June
9, 2006.  The  principal  and interest on the Maltzer Note is  convertible  into
shares of its common stock at $.246 per share.

On October 17, 2003, PetCARE TV issued unsecured promissory notes to Mr. Calaway
and Dr. Maltzer,  members of its board of directors, for a loan from each in the
amount   of   $25,000   (collectively,   the   "Calaway/Maltzer   Notes").   The
Calaway/Maltzer  Notes bear interest at the rate of 10% per annum. All principal
and interest was paid in February 2004.

NOTE E - COMMITMENTS AND CONTINGENCIES

PetCARE TV has in place a consulting agreement,  dated June 1, 2002, with one of
its  directors,  which  states that PetCARE TV will pay that  director  $667 per
month  until  PetCARE TV has  received  $2.5  million in equity  funding.  As of
December  31,  2003,  PetCARE TV had  received  $204,500 in funding.  Management
believes it will receive $2.5 million in funding within the next twelve months.

On June 5, 2002, PetCARE TV entered into an employment  agreement with Mr. Cohen
that has an infinite term. This agreement automatically renews every ninety days
commencing  June 5, 2002.  PetCARE TV may terminate  the  agreement  with cause,
effective upon delivery of written  notice to Mr. Cohen,  except where the cause
is a material  breach of this  agreement,  for which Mr. Cohen has sixty days to
cure the material  breach after written  notice from PetCARE TV.  PetCARE TV may
terminate  this  agreement  without  cause,  effective  sixty days after written
notice to Mr. Cohen.  Mr. Cohen may terminate this agreement with cause provided
he  delivers  written  notice to PetCARE TV sixty days  before  termination,  or
without cause provided he delivers  written notice one year before  termination.
If PetCARE TV terminates the agreement  without cause,  or Mr. Cohen  terminates
the  agreement  with cause,  PetCARE TV will be  obligated  to pay Mr. Cohen the
compensation,  remuneration  and expenses  specified  below for a period of five
years from the date of notice. Under the terms of the agreement,  Mr. Cohen will
receive  an annual  salary of  $150,000,  payable  in  monthly  installments  of
$12,500.  This salary will be  renegotiated  at the end of each fiscal year. The
salary was not  renegotiated  at the end of fiscal year 2002 or 2003.  Mr. Cohen
will also receive  medical and long-term  disability  insurance at the Company's
expense,  as well as an  automobile  for  business  use, and  reimbursement  for
certain business expenses.

On August 19,  2003,  PetCARE  TV  entered  into a  sixty-two  (62) month  lease
agreement   commencing  on  October  1,  2003  with  Liberty   Property  Limited
Partnership  for  approximately  3,800  square  feet of  office/warehouse  space
located at 8406 Benjamin Road, Suite C, Tampa,  Florida 33634. Lease expense for
2003 totaled $5,077.  Under this  agreement,  projected lease expense for the 12
months ended December 31, 2004 through 2007 and the eleven months ended November
30, 2008 will be approximately $38,600,  $39,400,  $40,300,  $41,100 and $38,500
respectively.

NOTE F - SUBORDINATED CONVERTIBLE PROMISSORY NOTE

On February 13,  2004,  PetCARE TV entered into a Note  Purchase  Agreement  and
Subordinated  Convertible  Promissory Note ("Note") with Victus  Capital,  LP, a
Delaware limited  partnership  ("Victus").  Under the terms of this twelve-month
Note, Victus loaned the Company $1,000,000 with interest of $62,500 or 6.25% per
quarter.  In order to insure that  interest  payments are made,  $250,000 of the


                                       12
<PAGE>

                        PETCARE TELEVISION NETWORK, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2004


principal  amount of the Note was  delivered  to an escrow agent to hold for the
purposes of making quarterly interest payments to Victus.  Prior to the maturity
date of the  Note,  Victus  has the  option to  convert  the  principal  and any
outstanding interest into shares of a future private offering, or into shares of
the Company's common stock at a price of $.375 per share.  Upon  acceleration or
conversion  of the Note,  any  unpaid  balance  in the  escrow  account  will be
returned to Victus.  In May,  2004, the Company  entered into a Debt  Conversion
Agreement  with Victus whereby the Company agreed to issue Victus 357,143 shares
of Common Stock and 714,286 Common Stock Purchase Warrants (exercisable at $1.00
per share at any time for five years from the date of  issuance)  in lieu of the
cash payments of interest on the Note.  Simultaneous  with the execution of this
agreement,  the funds  previously  held in escrow were  released from escrow and
forwarded to the Company.

NOTE G -SUBSEQUENT EVENTS

In April 2004,  the Company  issued 67,583 shares of Common Stock to two vendors
in exchange for debt recorded as accounts payable on the accompanying  financial
statements.  Also in April 2004, the Company issued 5,000 shares each to two new
members of its Veterinary Advisory Board.

In May 2004,  PetCARE  issued 533,333  warrants to purchase  Common Stock of the
Company in accordance with the Placement  Agent Fee agreement  entered into with
H.C. Wainwright, Inc. The warrants became due as a result of the funds raised in
the loan from Victus discussed in NOTE F - SUBORDINATED  CONVERTIBLE  PROMISSORY
NOTE.

In May 2004, the Company  entered into a Debt  Conversion  Agreement with Victus
whereby the Company  agreed to issue Victus  357,143  shares of Common Stock and
714,286 Common Stock Purchase  Warrants  (exercisable  at $1.00 per share at any
time for five years from the date of issuance)  in lieu of the cash  payments of
interest on the Note.  Simultaneous  with the execution of this  agreement,  the
funds  previously  held in escrow were released from escrow and forwarded to the
Company.


                                       13
<PAGE>

                        PETCARE TELEVISION NETWORK, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2004


ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Overview

PetCARE  Television  Network,  Inc. was  organized as a Florida  corporation  on
October 2, 1989. We are a development  stage  company,  and as such have devoted
our efforts since  inception to developing and  implementing  our business plan,
which  includes  but is not  limited to  establishing  a  subscriber  network of
approximately 3,000 veterinary clinics and hospitals,  writing and producing our
DVD magazines,  making initial  contacts with potential  advertisers,  obtaining
debt and  equity  financing,  establishing  our  accounting  systems,  and other
administrative functions.

Our  primary  goal is to  provide  educational  programming  focused  on optimal
healthcare for animal  companions and is targeted to pet owners  worldwide.  Our
programming  is obtained  through an annual or three-year  subscription,  with a
TV/DVD  system  included in the  three-year  plan.  Our updated DVDs are shipped
monthly  to  all  veterinarian  subscribers.  Commercial  advertisers  fund  the
programming included on the DVDs.

From inception  (October 2, 1989) through  mid-2002,  our predecessor  companies
embarked on several business  opportunities with little success.  From inception
through March 31, 2004, we generated  approximately $21,309 in revenue, of which
$15,559 is a result of the current company operations.

Our website  (www.petcaretv.com) was developed in cooperation with a third party
consultant that develops and maintains websites. We use our website primarily as
an information  tool for prospective  subscribers and advertisers who can log on
to find out about our business.  Prospective subscribers are allowed to view our
current  programming,  review our  subscription  process,  and  subscribe to our
services  online using a credit  card.  Once they have  subscribed  and received
their  equipment,  they may visit our website for frequently asked questions and
directions/installation   instructions.   Our   consultant   provides   us  with
information on a monthly basis regarding  visits to our website and what type of
information was accessed.

Critical Accounting Policies and Estimates

Our  financial  statements  have been  prepared in  accordance  with  accounting
principles  generally  accepted in the United States.  The  preparation of these
financial  statements  requires us to make  significant  estimates and judgments
that affect the reported amounts of assets, liabilities,  revenues, expenses and
related  disclosure  of  contingent  assets and  liabilities.  We  evaluate  our
estimates,  including  those related to  contingencies,  on an ongoing basis. We
base our estimates on  historical  experience  and on various other  assumptions
that are believed to be reasonable under the circumstances, the results of which
form the basis for  making  judgments  about the  carrying  values of assets and
liabilities  that are note readily  apparent from other sources.  Actual results
may differ from these estimates under different assumptions or conditions.

We believe the following critical accounting policy, among others;  involves the
more  significant  judgments and estimates  used in preparation of our financial
statements:


                                       14
<PAGE>

Statement of Financial Accounting Standards (SFAS) No. 86 states that internally
developed software costs can be capitalized once  technological  feasibility has
been reached. Technological feasibility has been reached when a complete working
model has been  produced.  Through  March 31,  2004,  we finished our first five
educational  video  magazines  (in  DVD  format).  We  update  programming  on a
quarterly basis (i.e. adding new advertising,  new pet care tips, etc.).  During
the three months ended March 31, 2004, $36,279 was incurred in the production of
our fifth video magazine  (distributed  to our subscribers in early April 2004),
of which all amounts were capitalized as DVD production costs. All costs related
to the production of previous video magazines have been expensed.

Revenue Recognition

We generate  revenue from two primary  sources,  namely  advertisers  on our DVD
magazines   (the   "Advertisers")   and   subscribers   to  our   network   (the
"Subscribers").  With regard to Advertisers, we recognize revenue in the periods
in which the Advertisers' commercials appear on our DVD magazine. With regard to
Subscribers,  revenue  is  recognized  proportionately  over the  length  of the
subscription  agreement (1, 3, or 4 years)  entered into between the Company and
the Subscribers.

PLAN OF OPERATIONS

Results of Operations - Inception (October 2, 1989) to March 31, 2004

From inception to March 31, 2004, we had losses  totaling  $2,959,857.  For this
period, our costs relating to general and  administration  totaled $1,691,834 or
60% of total operating expenses.  DVD production costs totaled $197,987 or 7% of
total operating expenses,  and sales and marketing costs totaled $773,705 or 28%
of total operating  expenses.  The remainder of operating expense is represented
by depreciation and amortization that totaled $146,543 or 5%.

Results of  Operations  - Comparison  of Three Months  Ending March 31, 2004 and
2003

For the three  months  ending March 31, 2004,  we had losses  totaling  $576,071
compared to losses of  $271,941  for the same  period in 2003.  The  increase of
$304,130 is due primarily to an increase in operating  activity during 2003. For
the period in 2004,  our  general  and  administration  costs  totaled  $380,795
compared to $169,652 in 2003. This increase of $211,143 is primarily  attributed
to fees and  costs  related  to our  fund  raising  efforts  during  the  period
($155,000).  Our DVD production  costs totaled $29,220  compared to $33,607.  We
associate this minimal change to the  implementation of production  efficiencies
and other cost saving methods.  Our sales and marketing  costs totaled  $104,451
compared to $45,452 for the same  period.  This  increase of $58,999 is a direct
result  of  increases  in  staffing  necessary  to  maintain  and  increase  our
subscriber  network,  increased print  advertising,  and added  participation in
veterinary trade shows. Depreciation and amortization costs totaled $699 for the
three months ended March 31, 2004.

From  inception  through  March  31,  2004,  we  incurred  interest  expense  of
approximately $175,000. This figure includes approximately $5,000 related to the
interest bearing  promissory notes repaid since inception,  and interest expense


                                       15
<PAGE>

of approximately  $170,000  accrued on the outstanding  $1,375,000 note with Pet
Edge, LLC, the $50,000 note with Mark Maltzer,  a director and shareholder,  and
the $1,000,000 note with Victus Capital, LP (discussed below).

LIQUIDITY AND CAPITAL RESOURCES

We are a development stage company.  From our inception in October 1989 to March
31, 2004,  we have used  approximately  $2,492,236 in operating  activities  and
$10,766 in investing activities,  representing  acquisition of office equipment.
To finance these uses of funds we raised $2,771,805  through the net proceeds of
promissory  notes of $2,553,235,  another $204,500 through the sale of preferred
stock,  and $14,070  through the sale of common stock as of March 31, 2004. As a
result,  at March 31, 2004 we had a net working capital deficit of approximately
$1,203,523.

On February 13, 2004, we entered into a Note Purchase Agreement and Subordinated
Convertible Promissory Note ("Note") with Victus Capital, LP, a Delaware limited
partnership ("Victus"). Under the terms of this twelve-month Note, Victus loaned
us  $1,000,000  with  interest of $62,500 per  quarter.  In order to insure that
interest  payments are made,  $250,000 of the  principal  amount of the Note was
delivered  to an  escrow  agent to hold for the  purposes  of  making  quarterly
interest payments to Victus.  Prior to the maturity date of the Note, Victus has
the option to convert the principal and any outstanding  interest into shares of
a future  private  offering,  or into  shares of our common  stock at a price of
$.375 per share. Upon acceleration or conversion of the Note, any unpaid balance
in the escrow  account will be returned to Victus.  On May 10, 2004,  we entered
into a Debt Conversion Agreement ("Conversion Agreement") with Victus whereby we
agreed to issue Victus  357,143  shares of  restricted  Common Stock and 714,286
Common Stock Purchase  Warrants  (exercisable at $1.00 per share at any time for
five years from the date of issuance)  in lieu of the cash  payments of interest
on the Note.  Simultaneous with the execution of the Conversion  Agreement,  the
funds previously held in escrow were released from escrow and forwarded to us to
be used as working capital.

Our auditors have raised the issue that there is substantial  doubt that we will
be able to continue as a going concern as a result of net losses since inception
and severe liquidity problems.  We are presently seeking significant  additional
capital to support operations.  Liquidity and capital resources could improve in
the short term by increased revenues and financing activities through equity and
convertible debt  negotiations  which we are currently  pursuing.  If sufficient
capital is not raised,  of which there can be no assurance,  operations could be
severely curtailed or disrupted.

As of May 11,  2004,  we had cash on hand of  approximately  $251,000,  which is
sufficient to satisfy our operating  requirements  through the end of June 2004.
In the  event we are  unable  to raise  capital  by the end of June,  we will be
forced to curtail our operations until we are able to secure such financing. Our
future is highly  dependent  upon its access to sources of  financing  which are
necessary for the continued  advertising  and marketing of our products.  In the
event we are  unable to secure  additional  financing  it will  cause a material
adverse affect on our business, financial position and results of operations.


                                       16
<PAGE>

Forward  Looking  Statements.   This  report  contains  certain  forward-looking
statements  that are based on current  expectations.  In light of the  important
factors that can materially affect results,  including those set forth above and
elsewhere in this report,  the inclusion of  forward-looking  information herein
should not be regarded as a  representation  by us or any other  person that our
objectives   or  plans  will  be  achieved.   We  may   encounter   competitive,
technological,  financial and business  challenges making it more difficult than
expected to continue to market our products and services; competitive conditions
within the industry may change  adversely;  we may be unable to retain  existing
key management  personnel;  our forecasts may not accurately  anticipate  market
demand;  and there may be other  material  adverse  changes in our operations or
business.  Certain important  factors  affecting the forward looking  statements
made herein include,  but are not limited to (i) accurately  forecasting capital
expenditures and (ii) obtaining new sources of external  financing.  Assumptions
relating to  budgeting,  marketing,  product  development  and other  management
decisions   are   subjective   in  many   respects  and  thus   susceptible   to
interpretations  and periodic  revisions based on actual experience and business
developments,  the impact of which may cause us to alter our capital expenditure
or other budgets, which may in turn affect our financial position and results of
operations.

ITEM 3:  CONTROLS AND PROCEDURES

Under the supervision and with the  participation  of our management,  including
our  principal  executive  officer  and  principal  financial  officer,  we have
evaluated  the  effectiveness  of the design  and  operation  of our  disclosure
controls  and  procedures  within 90 days of the filing  date of this  quarterly
report,  and, based on their  evaluation,  our principal  executive  officer and
principal  financial  officer have  concluded that these controls and procedures
are effective.  There were no significant changes in our internal controls or in
other factors that could  significantly  affect these controls subsequent to the
date of their evaluation.

Disclosure  controls and procedures are our controls and other  procedures  that
are  designed to ensure that  information  required to be disclosed by us in the
reports  we file or  submit  under  the  Exchange  Act is  recorded,  processed,
summarized and reported, within the time periods specified in the Securities and
Exchange  Commission's  rules and  forms.  Disclosure  controls  and  procedures
include,  without  limitation,  controls and procedures  designed to ensure that
information required to be disclosed by us in the reports that we file under the
Exchange Act is accumulated and  communicated  to our management,  including our
principal  executive officer and principal  financial officer, as appropriate to
allow timely decisions regarding required disclosure.


                                       17
<PAGE>

PART II - OTHER INFORMATION

ITEM 1:  LEGAL PROCEEDINGS

         None

ITEM 2:  CHANGES IN SECURITIES

         (a) On October 21, 2003,  our Board of  Directors  adopted a resolution
         providing  for the creation of PetCARE's  Certificate  of  Designation,
         Preferences,  Rights  and  Limitations  for its  Series  B  Convertible
         Preferred Stock ("Series B Stock"). As a result of this resolution,  we
         have 1,000,000 no par value preferred shares  authorized.  These shares
         are  convertible  into our Common Stock at any time  commencing one (1)
         year from the date of issuance.  Each share of Series B Preferred Stock
         converts  into shares of our Common  Stock at the  variable  conversion
         price  equal  to  60% of the  average  closing  price  as  reported  by
         Bloomberg  L.P.  for  the  five  trading  days  preceding  the  date of
         conversion.  However,  in no event shall the  conversion  price be less
         than $0.75 per share,  nor greater than $3.00 per share. The holders of
         the preferred  shares will not be entitled to dividends;  however,  the
         Board of  Directors  has the  ability to declare  dividends  at a later
         date.  In November  2003, we offered in a private  placement  1,000,000
         units  consisting  of one share of Series B Stock  and one  warrant  to
         purchase common stock of the Company for $2.00 per unit. On December 1,
         2003,  we sold 1,000 units for $2,000.  No other units were sold and on
         December 18, 2003 we  discontinued  this offering.  On May 10, 2004, we
         refunded  the  $2,000  to  the  sole   purchaser   of  this   offering.
         Furthermore,  we anticipate that the Certificate of Designation will be
         amended, although the preferences have not yet been established

         (b) None

         (c) On February 13, 2004, we entered into a Note Purchase Agreement and
         Subordinated  Convertible  Promissory Note with Victus  Capital,  LP, a
         Delaware  limited  partnership  ("Victus").  Under  the  terms  of this
         twelve-month Note, Victus loaned us $1,000,000 with interest of $62,500
         per  quarter.  In order to  insure  that  interest  payments  are made,
         $250,000 of the principal amount of the Note was delivered to an escrow
         agent to hold for the purposes of making quarterly interest payments to
         Victus.  Prior to the maturity date of the Note,  Victus has the option
         to convert the principal and any outstanding  interest into shares of a
         future private offering,  or into shares of our Common Stock at a price
         of $.375 per share.  Upon  acceleration  or conversion of the Note, any
         unpaid  balance in the escrow  account will be returned to Victus.  The
         Note was issued  under the  exemption  from  registration  provided  in
         Section 4(2) of the Act.

         On February 25, 2004,  we  converted  101,250  shares of Series A Stock
         into an aggregate of 525,959  shares of our common stock,  based on the
         conversion  formula  contained in the Certificate of Designation.  As a
         result of the  foregoing,  we amended the  Certificate  of  Designation
         relating  to the  Series A Stock to reduce  the  number  of  authorized
         shares of Series A Stock to 101,250  and  immediately  cancelled  those


                                       18
<PAGE>

         shares,  and the  balance  of  1,398,750  shares  of Series A Stock was
         returned to the status of  authorized  but  unissued  and  undesignated
         shares of Preferred Stock.

         In April 2004,  we issued  67,583 shares of Common Stock to two vendors
         in exchange for debt recorded as accounts  payable on the  accompanying
         financial  statements,  and we  issued  5,000  shares  each  to two new
         members of our Veterinary  Advisory  Board.  The shares of Common Stock
         were issued under the exemption from  registration  provided in Section
         4(2) of the Act.

         In May 2004, we issued 533,333 warrants to purchase our Common Stock in
         accordance  with the Placement  Agent Fee  agreement  entered into with
         H.C. Wainwright, Inc. dated February 2004. The warrants became due as a
         result  of the  funds  raised  in  conjunction  with  the  Victus  Note
         discussed  above.  The warrants  were issued under the  exemption  from
         registration provided in Section 4(2) of the Act.

         On May 10, 2004, we issued 357,143  shares of our Common Stock,  $.0005
         par value,  (at $.70 per  share)  and  714,286  Common  Stock  Purchase
         Warrants in lieu of $250,000 in interest under a $1,000,000  Promissory
         Note issued to Victus  Capital,  LP on February 13, 2004.  The $250,000
         was  being  held in  escrow  to be used to make the  interest  payments
         pursuant to the Note.  Accordingly,  the $250,000 was released to us in
         exchange for the shares and warrants.  Each warrant is exercisable into
         our Common Stock at $1.00 per share.  The warrants are  exercisable  at
         any time for five  years  from the date of  issuance.  The  shares  and
         warrants were issued under the exemption from registration  provided in
         Section 4(2) of the Act.

         (d)      Not Applicable.

ITEM 3:  DEFAULTS UPON SENIOR SECURITIES

         None.

ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.

ITEM 5:  OTHER INFORMATION

         None.

ITEM 6:  EXHIBITS AND REPORTS ON FORM 8-K

         (a) The following exhibits are filed as part of this report:

                   4.0     Form of Warrant for Placement Agent

                  10.1     Debt  Conversion  Agreement  by  and  between  Victus
                           Capital,  LLC and PetCARE  Television  Network,  Inc.
                           dated May 10, 2004


                                       18
<PAGE>

                  10.2     Registration  Rights  Agreement by and between Victus
                           Capital,  LLC and PetCARE  Television  Network,  Inc.
                           dated May 10, 2004 Form of Warrant

                  31.1     Certification of Chief Executive  Officer of Periodic
                           Report Pursuant to Rule 13a-14a and Rule 15d-14(a).

                  31.2     Certification of Chief Financial  Officer of Periodic
                           Report Pursuant to Rule 13a-14a and Rule 15d-14(a).

                  32.1     Certification of Chief Executive  Officer of pursuant
                           to 18 U.S.C. - Section 1350.

                  32.2     Certification of Chief Financial  Officer of pursuant
                           to 18 U.S.C. - Section 1350.

         (b) Reports on Form 8-K

                  1.       A Current  report  on Form 8-K was filed on  February
                           26, 2004 to report the  consummation  of a $1,000,000
                           funding.


                                       20
<PAGE>

                                   SIGNATURES


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


Dated: May 14, 2004                  PETCARE TELEVISION NETWORK, INC.



                                     By: /s/ Philip M. Cohen
                                         -------------------------------------
                                         Philip M. Cohen, President and
                                         Chief Executive Officer



                                     By: /s/ Donald R. Mastropietro
                                         -------------------------------------
                                         Donald R. Mastropietro, Vice President
                                         Finance and Chief Financial Officer


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