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

                                  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
September 30, 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 [ X ] No [ ]


The number of shares issued and  outstanding of the  Registrant's  Common Stock,
$.0005 par value, as of November 14, 2004 was 13,091,685.

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

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1:  FINANCIAL STATEMENTS

In the opinion of management,  the accompanying  unaudited financial  statements
included in this Form 10-QSB reflect all adjustments  (consisting only of normal
recurring  accruals)  necessary  for a  fair  presentation  of  the  results  of
operations for the periods presented.  The results of operations for the periods
presented are not  necessarily  indicative of the results to be expected for the
full year.

<TABLE>
<CAPTION>
                                                                                               PAGE
                                                                                               -----
<S>                                                                                            <C>
Balance Sheets as of September 30, 2004 and December 31, 2003                                    3

Statements of Operations for the three and nine months ended  September 30, 2004
         and 2003 and from  inception  (October 2, 1989)  through  September 30, 2004            4

Statements of Changes in Stockholders' Equity for the period from inception
         (October 2, 1989) through September 30, 2004                                            5

Statements of Cash Flows for the three and nine months ended  September 30, 2004
         and 2003 and from  inception  (October 2, 1989)  through  September 20, 2004            6

Notes to the Financial Statements                                                               7-12
</TABLE>


                                       2
<PAGE>

                         PETCARE TELEVISION NETWORK, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
<TABLE>
<CAPTION>
                                                                                      September 30,      December 31,
                                                                                           2004              2003
                                   ASSETS                                               Unaudited          Audited
                                                                                       -----------        -----------
Current assets:
<S>                                                                                    <C>                <C>
     Cash                                                                              $   275,453        $        --
     Accounts receivable                                                                    10,250                 --
     Prepaid expenses and other current assets                                             188,283             31,986
                                                                                       -----------        -----------
          Total current assets                                                             473,986             31,986

Fixed assets:
     Computer equipment, net of accumulated depreciation of $3,697 and
       $1,287 at September 30, 2004 and December 31, 2003 respectively                       6,568              3,332

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

          Total assets                                                                 $   488,150        $    42,914
                                                                                       ===========        ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
     Bank overdraft                                                                    $        --        $     8,203
     Accounts payable                                                                       16,459            100,854
     Accrued expenses and other current liabilities                                        253,963            358,442
     Deferred revenue                                                                        8,558                 --
     Notes payable to stockholders                                                       2,127,500            197,000
     Note payable                                                                               --              9,000
                                                                                       -----------        -----------
          Total current liabilities                                                      2,406,480            673,499
                                                                                       -----------        -----------

Long-term liabilities
     Notes payable                                                                       1,375,000          1,375,000
     Note payable to stockholder                                                            50,000             50,000
     Deferred revenue                                                                       14,499                 --
                                                                                       -----------        -----------
          Total long-term liabilities                                                    1,439,499          1,425,000
                                                                                       -----------        -----------

          Total liabilities                                                              3,845,979          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 September 30, 2004 and December 31, 2003 respectively                --            202,500
          Series B - 1,000,000 shares authorized; 0 and 1,000 shares issued and
            outstanding at September 30, 2004 and December 31, 2003 respectively                --              2,000
        Common stock - par value $.0005; 50,000,000 shares authorized;
         13,091,685 and 11,836,000 shares issued and outstanding
         at September 30, 2004 and December 31, 2003 respectively                            6,546              5,918
        Additional paid-in capital                                                         671,668            117,782
        Deferred compensation                                                               (5,655)                --
        Accumulated deficit during development stage                                    (4,030,388)        (2,383,785)
                                                                                       -----------        -----------
           Total stockholders' deficit                                                  (3,357,829)        (2,055,585)
                                                                                       -----------        -----------

           Total liabilities and stockholders' deficit                                 $   488,150        $    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 AND NINE MONTHS ENDED SEPTEMBER, 2004 AND 2003
             FROM INCEPTION (October 2, 1989) to SEPTEMBER 30, 2004

<TABLE>
<CAPTION>
                                                 September 30, 2004                  September 30, 2003
                                          ------------------------------      ------------------------------          From
                                          For the Three     For the Nine      For the Three     For the Nine      Inception to
                                           Months Then       Months Then       Months Then       Months Then      September 30,
                                             Ended             Ended             Ended             Ended              2004
                                          ------------      ------------      ------------      ------------      ------------
<S>                                       <C>               <C>               <C>               <C>               <C>
Revenues, net                             $     20,417      $     31,310      $      6,084      $      6,084      $     43,441

Cost of revenues                                 1,187             2,542                --                --             4,180
                                          ------------      ------------      ------------      ------------      ------------

Gross profit                                    19,230            28,768             6,084             6,084            39,261
                                          ------------      ------------      ------------      ------------      ------------

Operating expenses:
    DVD production costs                        58,521           161,325            33,001            71,497           330,092
    General and administration                 232,629           847,508           166,284           517,254         2,158,546
    Sales and marketing                        123,443           361,539            85,535           267,093         1,030,793
    Depreciation and amortization                  855             2,409               290               730           148,253
                                          ------------      ------------      ------------      ------------      ------------
         Total operating expense               415,448         1,372,781           285,110           856,574         3,667,684
                                          ------------      ------------      ------------      ------------      ------------

Operating loss                                (396,218)       (1,344,013)         (279,026)         (850,490)       (3,628,423)
                                          ------------      ------------      ------------      ------------      ------------

Other income and (expense)
    Interest expense                          (134,681)         (303,028)          (33,196)          (66,675)         (407,668)
    Interest income                                 --               438                --                --               438
    Other income                                    --                --               121             1,601             1,440
    Gain on sale of subsidiary                      --                --                --                --             2,421
                                          ------------      ------------      ------------      ------------      ------------
         Total other income (expense)         (134,681)         (302,590)          (33,075)          (65,074)         (403,369)
                                          ------------      ------------      ------------      ------------      ------------

Loss before extraordinary items               (530,899)       (1,646,603)         (312,101)         (915,564)       (4,031,792)
    Gain on extinguishment of debt                  --                --                --                --             1,404
                                          ------------      ------------      ------------      ------------      ------------

Loss before taxes                             (530,899)       (1,646,603)         (312,101)         (915,564)       (4,030,388)
    Provision for income taxes                      --                --                --                --                --
                                          ------------      ------------      ------------      ------------      ------------

Net loss                                  $   (530,899)     $ (1,646,603)     $   (312,101)     $   (915,564)     $ (4,030,388)
                                          ============      ============      ============      ============      ============

Net loss per share, basic and diluted     ($      0.04)     ($      0.13)     ($      0.03)     ($      0.08)     ($      0.81)
                                          ============      ============      ============      ============      ============

Weighted average shares, basic
  and diluted                               13,091,685        12,531,858        11,836,000        11,808,894         4,968,270
                                          ============      ============      ============      ============      ============
</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 SEPTEMBER 30, 2004

<TABLE>
<CAPTION>
                                                      Preferred Stock                           Common Stock            Additional
                                               -----------------------------       ----------------------------          Paid-in
                                                 Shares            Amount            Shares            Amount            Capital
                                               -----------       -----------       -----------       -----------       -----------
<S>                                            <C>               <C>               <C>               <C>               <C>
Issuance of $0.01 par value common
  shares to an individual for a note                    --       $        --             1,000       $       100       $     1,900
Payment of subscription receivable                      --                --                --                --                --
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

Repurchase of shares                                    --                --                --                --                --
Issuance of common stock                                --                --         2,476,000             1,238             3,762
                                               -----------       -----------       -----------       -----------       -----------

BALANCE, DECEMBER 31, 1997                              --                --         4,476,000             2,238             4,762

Net loss                                                --                --                --                --                --
                                               -----------       -----------       -----------       -----------       -----------

BALANCE, DECEMBER 31, 1998                              --                --         4,476,000             2,238             4,762
                                               -----------       -----------       -----------       -----------       -----------

BALANCE, DECEMBER 31, 1999                              --                --         4,476,000             2,238             4,762

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

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

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                      --                --                --                --                --
Write off of subscription receivable
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
Cancellation and refund of Series B                 (1,000)           (2,000)
Shares issued for services                              --                --            55,000                28            22,590
Shares issued for debt                                  --                --           674,726               337           329,059
Net loss                                                --                --                --                --                --
                                               -----------       -----------       -----------       -----------       -----------

BALANCE, SEPTEMBER 30, 2004                             --       $        --        13,091,685       $     6,546       $   671,668
                                               ===========       ===========       ===========       ===========       ===========
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                          Accumulated
                                                                         Deficit during        Treasury Stock
                                           Subscription     Deferred      Development    --------------------------
                                            Receivable    Compensation       Stage         Shares          Amount         Total
                                            -----------    -----------    -----------    -----------    -----------    -----------
<S>                                         <C>            <C>            <C>            <C>            <C>            <C>
Issuance of $0.01 par value common
  shares to an individual for a note        $    (2,000)   $        --    $        --    $        --    $        --    $        --
Payment of subscription receivable                1,885             --             --             --             --          1,885
Stock split 2,000:1 and change par                   --             --             --             --             --             --
 value from $0.01 to $0.0005                         --             --             --             --             --             --
                                            -----------    -----------    -----------    -----------    -----------    -----------

BALANCE, DECEMBER 31, 1996                         (115)            --             --             --             --          1,885

Repurchase of shares                                 --             --             --     (1,725,000)        (5,000)        (5,000)
Issuance of common stock                         (5,000)            --             --             --             --             --
                                            -----------    -----------    -----------    -----------    -----------    -----------

BALANCE, DECEMBER 31, 1997                       (5,115)            --             --     (1,725,000)        (5,000)        (3,115)

Net loss                                             --             --         (2,867)            --             --         (2,867)
                                            -----------    -----------    -----------    -----------    -----------    -----------

BALANCE, DECEMBER 31, 1998                       (5,115)            --         (2,867)    (1,725,000)        (5,000)        (5,982)
                                            -----------    -----------    -----------    -----------    -----------    -----------

BALANCE, DECEMBER 31, 1999                       (5,115)            --         (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                       (5,115)            --         (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                       (5,115)            --        (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             --             --             --             --          5,000
Write off of subscription receivable                115             --                                                         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                     --             --             --             --             --             --
Cancellation and refund of Series B                                                                                         (2,000)
Shares issued for services                           --         (5,655)            --             --             --         16,963
Shares issued for debt                               --             --             --             --             --        329,396
Net loss                                             --             --     (1,646,603)            --             --     (1,646,603)
                                            -----------    -----------    -----------    -----------    -----------    -----------

BALANCE, SEPTEMBER 30, 2004                 $        --    $    (5,655)   $(4,030,388)            --    $        --    $(3,357,829)
                                            ===========    ===========    ===========    ===========    ===========    ===========
</TABLE>

                       See Notes to Financial Statements.

                                       5
<PAGE>

                        PETCARE TELEVISION NETWORK, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                       UNAUDITED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
             FROM INCEPTION (October 2, 1989) to SEPTEMBER 30, 2004

<TABLE>
<CAPTION>
                                                                                                                  From
                                                                               Nine Months Ended               Inception to
                                                                    --------------------------------------     September 30,
                                                                    September 30, 2004  September 30, 2003        2004
                                                                    ------------------  ------------------    ------------
<S>                                                                     <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITES
  Net loss                                                              $(1,646,603)       $  (915,564)       $(4,030,388)
     Adjustments to reconcile net loss to net cash flows from
        operating activities:
          Depreciation and amortization expense                               2,409              1,509             11,327
          Gain on sale of subsidiary                                             --                 --             (2,421)
          Gain on extinguishment of debt                                         --                 --             (1,404)
          Compensation expense - stock for services                          (5,655)                --            100,390
          Bad debt expense - write off subscription receivable                   --                 --                115
          Changes in assets and liabilities:
             Accounts receivable                                            (10,250)            (6,000)           (10,250)
             DVD production costs                                            29,220            (43,913)                --
             Other current receivables                                         (401)                (8)            (3,167)
             Prepaid advertising                                                 --           (444,667)                --
             Prepaid expenses                                              (185,115)           (11,230)          (185,115)
             Security deposits                                                   --             (7,596)            (7,596)
             Bank overdraft                                                      --                 --              8,203
             Accounts payable                                               (75,168)           (16,608)            25,686
             Accrued expenses and other current liabilities                (113,707)           (17,953)          (113,707)
             Deferred revenue                                                23,057                 --            389,929
                                                                        -----------        -----------        -----------

Net cash flows (used) in operating activities                            (1,982,213)        (1,462,030)        (3,818,398)
                                                                        -----------        -----------        -----------

CASH FLOWS FROM INVESTING ACTIVITIES

  Purchase of equipment                                                      (5,645)            (4,192)           (10,765)
                                                                        -----------        -----------        -----------

Net cash flows (used) in investing activities                                (5,645)            (4,192)           (10,765)
                                                                        -----------        -----------        -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Common stock issued for services                                           22,619                 --             36,804
  Common stock issued for debt                                              329,396                 --            329,396
  Common stock subscriptions (issued) paid                                       --              5,000               (115)
  Common stock issued                                                            --                 --                 --
  Preferred stock issued                                                         --            107,000            204,500
  Repurchase of preferred stock                                              (2,000)                --             (2,000)
  Proceeds from notes payable                                             2,000,000          1,375,000          3,375,000
  Repayment of notes payable                                                (28,500)                --            (28,500)
  Proceeds from (repayment of) loans from stockholders                      (50,000)           (19,000)           197,735
  Decrease in bank overdraft                                                 (8,204)                --             (8,204)
                                                                        -----------        -----------        -----------

Net cash flows provided by financing activities                           2,263,311          1,468,000          4,104,616
                                                                        -----------        -----------        -----------

Decrease in cash                                                            275,453              1,778            275,453
Cash, beginning of period                                                        --              1,105                 --
                                                                        -----------        -----------        -----------
Cash, end of period                                                     $   275,453        $     2,883        $   275,453
                                                                        ===========        ===========        ===========

               SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid for interest                                                  $     2,739        $     2,713        $     5,452
                                                                        ===========        ===========        ===========
</TABLE>
                       See Notes to Financial Statements.

                                       6
<PAGE>

                        PETCARE TELEVISION NETWORK, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 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 monthly DVD magazines, making 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 or three year subscription,  with a TV/DVD
system included in the three-year plan. The Company's  updated DVD magazines are
shipped monthly to all veterinarian subscribers. Commercial advertisers fund the
programming included on the DVD magazines.

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
and nine month periods ended September 30, 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

The Company  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, the Company 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 entered into by the Subscribers.

                                       7
<PAGE>

                        PETCARE TELEVISION NETWORK, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 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 $4,030,388 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                  $ 1,206,116
           Valuation allowance                  (1,206,116)
                                               -----------

           Future tax benefit                  $        --
                                               ===========

As of September  30, 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 being depreciated 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.


                                       8
<PAGE>

                        PETCARE TELEVISION NETWORK, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 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 Preferred
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  Preferred  Stock to reduce  the number of  authorized
Series A shares to 101,250  and  immediately  cancelled  those  shares,  and the
balance of  1,398,750  shares of Series A Preferred  Stock were  returned to the
status of authorized but unissued and undesignated shares of Preferred Stock.

In April 2004,  the Company  issued 67,583 shares of Common Stock to two vendors
in exchange for debt.

In May 2004, the Company  entered into a Debt Conversion  Agreement  whereby the
Company  agreed to issue 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 a Note
Purchase  Agreement and Subordinated  Convertible  Promissory Note. See NOTE E -
SUBORDINATED CONVERTIBLE PROMISSORY NOTE.

In June 2004,  the Company  issued 250,000 shares of Common Stock to a vendor in
exchange for debt.

During the three months ended June 30 2004,  the Company issued 55,000 shares to
members of its Veterinary Advisory Board.

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 TV had 1,000,000 no
par value  preferred  shares  authorized.  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.  After only  selling  1,000  units for the  purchase
price of $2,000,  the Company decided to discontinue the offering.  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

On May 18,  2004,  the  Board of  Directors  of  PetCARE  adopted  a  resolution
providing  for  the   amendment  of  PetCARE's   Certificate   of   Designation,
Preferences, Rights and Limitations for its Series B Convertible Preferred Stock
("Series  B  Preferred  Stock").  As a result of this  resolution,  PetCARE  has
1,500,000 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 70% of the
average  closing  price as reported by  Bloomberg  L.P.  for the 20 trading days
preceding  the date of  conversion.  However,  in no event shall the  conversion
price be less than  $0.50 per share,  nor  greater  than  $1.50 per  share.  The
holders of the Series B Preferred  Stock will be entitled to dividends of 8% per
annum,  payable in one payment upon conversion of the Series B Preferred  Stock.
In June 2004,  PetCARE  offered  1,500,000 of its Series B Preferred  Stock in a
private  placement of units  consisting of one share of Series B Preferred Stock
and one warrant to purchase  common stock of the Company for $1.00 per unit.  At
the time


                                       9
<PAGE>

                        PETCARE TELEVISION NETWORK, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004


NOTE B - COMMON AND PREFERRED STOCK (CONTINUED)

of this  filing,  no units have been sold.  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 - RELATED PARTY TRANSACTIONS

In June 2002, PetCARE TV entered into a consulting agreement with James 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 May and June 2002, PetCARE TV issued non-interest bearing promissory notes as
follows:

      o     James Calaway, a director, for a loan from him of $100,000

      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
and June 30, 2004, the aggregate principal balance on these notes was $127,500.

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.


                                       10
<PAGE>

                        PETCARE TELEVISION NETWORK, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004


NOTE C - RELATED PARTY TRANSACTIONS (CONTINUED

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 shall provide 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.

On June 10, 2003, PetCARE 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 TV $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.

NOTE D - 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
September  30,  2004,  PetCARE  TV had  received  $204,500  in  equity  funding.
Management believes it will receive the remainder of the $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.


                                       11
<PAGE>

                        PETCARE TELEVISION NETWORK, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004


NOTE E - SUBORDINATED CONVERTIBLE PROMISSORY NOTE

On February 13,  2004,  PetCARE TV entered into a Note  Purchase  Agreement  and
Subordinated  Convertible Promissory Note ("February-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  were made,
$250,000 of the principal amount of the February-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  February-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
$0.375 per share.  Upon  acceleration  or conversion of the  February-Note,  any
unpaid balance in the escrow  account will be returned to Victus.  In May, 2004,
the Company entered into a Debt Conversion  Agreement  ("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  February-Note.  Simultaneous  with the execution of
the Conversion Agreement, the funds previously held in escrow were released from
escrow and forwarded to the Company.

On July 27, 2004,  PetCARE TV and Victus entered into a Note Purchase  Agreement
("NPA"), Subordinated Convertible Promissory Note ("July-Note"),  and Warrant to
Purchase Shares of Common Stock (the "Warrant").  On July 28, 2004,  pursuant to
the terms of the NPA and the July-Note, Victus loaned to the Company $1,000,000,
at an annual rate of interest of twenty percent (20%) compounded  semi-annually.
The  July-Note  has a term of twelve  months;  however  with the consent of both
parties,  the term of the July-Note can be extended for an additional 12 months.
For the first  year,  the  Company  shall have the right to pay  interest on the
July-Note  with  registered,  freely  transferable  common stock of the Company,
valued at a ten percent (10%) discount to the market. On the date of maturity of
the July-Note,  the July-Note is convertible,  at the option of the holder, into
shares of the Company's  common stock at a price of $.40 per share.  Pursuant to
the terms of the Warrant,  Victus may purchase up to 2,500,000  shares of common
stock of the  Company  at an  exercise  price of $0.75 per  share.  The  Warrant
expires on July 26, 2009. The July-Note may not be converted and the Warrant may
not be  exercised  to the extent that  Victus'  overall  ownership of the common
stock of the Company  will exceed  4.99%,  unless such  limitation  is waived by
Victus upon no less than sixty-one days (61) advance written notice.


                                       12
<PAGE>

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

OVERVIEW

PetCARE Television  Network,  Inc. ("PetCARE TV" or the "Company") 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 monthly DVD magazines, making 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 DVD magazines are
shipped monthly to all veterinarian subscribers. Commercial advertisers fund the
programming included on the DVD magazines.

From inception  (October 2, 1989) through  mid-2002,  our predecessor  companies
embarked on several business  opportunities with little success.  From inception
through September 30, 2004, we generated  approximately  $43,441 in revenue,  of
which $37,441 is a result of the operations of PetCARE TV.

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 not 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;  involve the
more  significant  judgments and estimates  used in preparation of our financial
statements:


                                       13
<PAGE>


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 entered into between the Company and the Subscribers.

PLAN OF OPERATIONS

RESULTS OF OPERATIONS - INCEPTION (OCTOBER 2, 1989) TO SEPTEMBER 30, 2004

From  inception to September 30, 2004, we had losses  totaling  $4,030,388.  For
this period, our costs relating to general and administration totaled $2,158,546
or 59% of total operating expenses,  DVD production costs totaled $330,092 or 9%
of total operating expenses, and sales and marketing costs totaled $1,030,793 or
28%  of  total  operating  expenses.  The  remainder  of  operating  expense  is
represented by depreciation and amortization that totaled $148,253 or 4%.

RESULTS OF OPERATIONS - COMPARISON OF THREE MONTHS ENDING SEPTEMBER 30, 2004 AND
2003

For the three months ending September 30, 2004, we had losses totaling  $530,899
compared to losses of  $312,101  for the same  period in 2003.  The  increase of
$218,798  is due  primarily  to an  increase  in  marketing,  fund-raising,  and
operating  activity  during 2004.  For such three month period,  our general and
administration  costs  totaled  $232,629  compared  to  $166,284  in 2003.  This
increase of $66,345 is  primarily  attributed  to fees and costs  related to our
fund  raising  efforts  during the period and  increases in  personnel.  Our DVD
production costs totaled $58,521 for the period compared to $71,497 for the same
period in 2003.  The  higher  costs  incurred  during  the three  months  ending
September 30, 2003 are directly  related to start-up costs  associated  with the
production  of our first DVD  magazine.  Our sales and  marketing  costs totaled
$123,443 compared to $85,535 for the same period.  This increase of $37,908 is a
result of increased staffing,  added participation in veterinary trade shows and
conferences,    increased   advertising,   and   costs   associated   with   our
circulation/subscriber audit which began during the current period. Depreciation
and  amortization  costs  totaled $855 for the three months ended  September 30,
2004.


                                       14
<PAGE>


RESULTS OF OPERATIONS - COMPARISON OF NINE MONTHS ENDING  SEPTEMBER 30, 2004 AND
2003

For the nine months ending September 30, 2004, we had losses totaling $1,646,603
compared to losses of  $915,564  for the same  period in 2003.  The  increase of
$731,039  is due  primarily  to an  increase  in  marketing,  fund-raising,  and
operating  activity  during 2004. For the first nine months of 2004, our general
and  administration  costs totaled  $847,508  compared to $517,254 in 2003. This
increase of $330,254 is primarily  attributed  to fees and costs  related to our
fund raising efforts during the period,  increases in personnel, and our move to
our current  facility.  Our DVD production  costs totaled  $161,325  compared to
$71,497.  This  increase  is a result of our  change to monthly  production  and
distribution  of our DVD  magazines.  Our  sales  and  marketing  costs  totaled
$361,539  compared to $267,093  for the same  period in 2003.  This  increase of
$94,446 is a result of increases in staffing  necessary to maintain and increase
our subscriber  network,  increased print  advertising,  added  participation in
veterinary  trade  shows  and   conferences,   and  costs  associated  with  our
circulation/subscriber audit which began during the current period. Depreciation
and  amortization  costs totaled $2,409 for the nine months ended  September 30,
2004.

From  inception  through  September  30, 2004, we incurred  interest  expense of
$407,668.  Included  in this amount is (a) $5,472 of  interest  paid  related to
interest bearing debt repaid since  inception;  (b) accrued interest of $243,292
on notes  totaling  $1,375,000  issued to Pet Edge LLC, a $50,000 note issued to
Mark Maltzer,  a director and shareholder,  and a $1,000,000 note dated July 27,
2004 issued to Victus  Capital,  LP; and (c) $158,904 (of the total interest due
of  $250,000,  the  balance of which to be charged to interest  expense  ratably
through the due date) paid via the  issuance  of common  stock of the Company on
the  $1,000,000  note dated  February  13,  2004 with  Victus  Capital,  LP. See
discussion  below  regarding the  Conversion  Agreement in LIQUIDITY AND CAPITAL
RESOURCES.

LIQUIDITY AND CAPITAL RESOURCES

We are a  development  stage  company.  From our  inception  in October  1989 to
September  30,  2004,  we  have  used  approximately   $3,818,000  in  operating
activities  and $11,000 in investing  activities,  representing  acquisition  of
office  equipment.  To  finance  these  uses of  funds we  raised  approximately
$4,105,000  ($3,537,000  through the net proceeds of promissory notes,  $202,000
through the sale of preferred stock, and $366,000 through the conversion of debt
to  equity).  As a  result,  at  September  30,  2004  we had  cash  on  hand of
approximately  $275,000  and a net  working  capital  deficit  of  approximately
$1,932,494.

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 were 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 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  $250,000
previously held in escrow was released and forwarded to us to be used as working
capital.


                                       15
<PAGE>


On July 27, 2004,  PetCARE TV and Victus entered into a Note Purchase  Agreement
("NPA"), Subordinated Convertible Promissory Note ("July-Note"),  and Warrant to
Purchase Shares of Common Stock (the "Warrant").  On July 28, 2004,  pursuant to
the terms of the NPA and the July-Note, Victus loaned to the Company $1,000,000,
at an annual rate of interest of twenty percent (20%) compounded  semi-annually.
The  July-Note  has a term of twelve  months;  however  with the consent of both
parties,  the term of the July-Note can be extended for an additional 12 months.
For the first  year,  the  Company  shall have the right to pay  interest on the
July-Note  with  registered,  freely  transferable  common stock of the Company,
valued at a ten percent (10%) discount to the market. On the date of maturity of
the July-Note,  the July-Note is convertible,  at the option of the holder, into
shares of the Company's  common stock at a price of $.40 per share.  Pursuant to
the terms of the Warrant,  Victus may purchase up to 2,500,000  shares of common
stock of the  Company  at an  exercise  price of $0.75 per  share.  The  Warrant
expires on July 26, 2009. The July-Note may not be converted and the Warrant may
not be  exercised  to the extent that  Victus'  overall  ownership of the common
stock of the Company  will exceed  4.99%,  unless such  limitation  is waived by
Victus upon no less than sixty-one days (61) advance written notice.

As of November 9, 2004, we had cash on hand of  approximately  $109,000 which is
sufficient  to satisfy our  operating  requirements  until  January 2005 when we
anticipate  that we will begin  generating  advertising  revenue  sufficient  to
satisfy our  operating  needs.  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 the lack of current  revenues.  In the
event we are unable to generate  advertising  revenue or to raise capital by the
end of January  2005, we will be forced to curtail our  operations  until we are
able to secure such  revenues or  financing.  If  advertising  revenues  are not
generated,  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 produce  advertising  revenue or secure
additional  financing it will cause a material  adverse  affect on our business,
financial position and results of operations.

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.

OFF BALANCE SHEET ARRANGEMENTS

None


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<PAGE>


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  otherwise in place as of September  30,  2004,  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 July 27, 2004,  PetCARE TV and Victus  entered into a Note Purchase
      Agreement ("NPA"), Subordinated Convertible Promissory Note ("July-Note"),
      and Warrant to Purchase  Shares of Common Stock (the  "Warrant").  On July
      28,  2004,  pursuant  to the  terms of the NPA and the  July-Note,  Victus
      loaned to the Company $1,000,000,  at an annual rate of interest of twenty
      percent (20%) compounded semi-annually. The July-Note has a term of twelve
      months;  however  with  the  consent  of  both  parties,  the  term of the
      July-Note can be extended for an additional 12 months. For the first year,
      the Company  shall have the right to pay  interest on the  July-Note  with
      registered,  freely transferable common stock of the Company,  valued at a
      ten percent (10%)  discount to the market.  On the date of maturity of the
      July-Note, the July-Note is convertible, at the option of the holder, into
      shares  of the  Company's  common  stock  at a price  of $.40  per  share.
      Pursuant to the terms of the Warrant,  Victus may purchase up to 2,500,000
      shares of common  stock of the Company at an  exercise  price of $0.75 per
      share.  The Warrant  expires on July 26, 2009.  The  July-Note  may not be
      converted  and the Warrant may not be exercised to the extent that Victus'
      overall  ownership of the common  stock of the Company will exceed  4.99%,
      unless such  limitation  is waived by Victus  upon no less than  sixty-one
      days (61) advance written notice.

      (b) None

      (c) None

ITEM 3: DEFAULTS UPON SENIOR SECURITIES

      None.

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

      None.


                                       18
<PAGE>


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:

            10.1*       Note Purchase Agreement by and between Victus Capital,
                        LLC and PetCARE Television Network, Inc. dated July 27,
                        2004

            10.2*       Subordinated Convertible Promissory Note to Victus
                        Capital, LLC dated July 27, 2004

            10.3*       Warrant to Victus Capital, LLC dated July 27, 2004

            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 pursuant to 18
                        U.S.C. ss.1350

            32.2**      Certification of Chief Financial Officer pursuant to 18
                        U.S.C. ss.1350

-----

*     Attached as an exhibit to the Form 8-K filed on August 11, 2004. The Form
      8-K and Exhibits attached thereto are hereby incorporated by reference.

**    Filed electronically herewith.

      (b)   The  following  reports  on Form 8-K were filed  during the  quarter
            covered by this report:

            1. On August 11, 2004, a Current Report on Form 8-K was filed to
            report PetCARE Television Network, Inc. issuance of a Subordinated
            Convertible Promissory Note to Victus Capital, LLC in the original
            principal amount of $1,000,000 and 714,286 Common Stock Purchase
            Warrants.


                                       19
<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: November 12, 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


                                       20