**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**FORM
      10-QSB-A**





(Mark
      One)





x
            **QUARTERLY
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934**





For
      the
      quarterly period ended June 30, 2007





o
            **TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT**





For
      the
      transition period from________ to ___________





Commission
      File No. 333-105840





**MEDICAL
      MEDIA TELEVISION, INC.**


(Exact
      Name of Small Business Issuer as Specified in Its Charter)





**Florida**
            **59-3645932**(State
                or Other Jurisdiction of Incorporation or Organization)
            (I.R.S.
                Employer Identification No.)





**8406
      Benjamin Road, Suite C**


**Tampa,
      Florida 33634**


(Address
      of Principal Executive Offices)





**(813)
      888-7330**


(Issuer’s
      Telephone Number)








(Former
      Name, Former Address and Former Fiscal Year, if Changed Since Last
      Report)





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days.




Yes
x No o




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).




Yes
o No x




The
      number of shares outstanding of the Registrant’s common stock as of August 13,
      2007 was 56,847,389.





Transitional
      Small Business Disclosure Format:




Yes
o
      No x








**PART
      I - FINANCIAL INFORMATION**





**Item
              1.**
            **Financial
                Statements.**





In
      the
      opinion of management, the accompanying unaudited consolidated 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. ****Please
      note that the Company did not obtain a review of the interim financial
      statements by an independent accountant using professional review standards
      and
      procedures, although such a review is required by Form 10-QSB.





Unaudited
                Consolidated Balance Sheet as of June 30, 2007
            
            3Unaudited
                Consolidated Statements of Operations for the three and six months
                endedJune
                30, 2007 and 2006, and from inception (October 2, 1989) through June
                30,
                2007
            
            4Unaudited
                Consolidated Statements of Changes in Stockholders’ Equity from
                inception(October
                2, 1989) through June 30, 2007
            
            5-6Unaudited
                Consolidated Statements of Cash Flows for the three and six months
                endedJune
                30, 2007 and 2006, and from inception (October 2, 1989) through June
                30,
                2007
            
            7Notes
                to the Consolidated Financial Statements
            
            F8-F18








2


MEDICAL
                MEDIA TELEVISION, INC.(A
                DEVELOPMENT STAGE COMPANY)CONSOLIDATED
                BALANCE SHEET(UNAUDITED)




June
                30, 2007ASSETSCurrent
                assets:Cash
            
            $
            208,781Accounts
                receivable
            
            
            16,815Prepaid
                expenses and other current assets
            
            
            170,691Total
                current assets
            
            
            396,287Fixed
                assets:Leasehold
                improvements
            
            
            6,1966,196Less
                accumulated depreciation
            
            
            (4,089
            )2,107Other
                assets:Intangible
                assets
            
            
            181,250Security
                deposits
            
            
            7,731Total
                other assets
            
            
            188,981Total
                assets
            
            $
            587,375LIABILITIES
                AND STOCKHOLDERS' DEFICITCurrent
                liabilities:Accounts
                payable
            
            $
            316,868Accrued
                expenses and other current liabilities
            
            
            1,108,041Deferred
                revenue
            
            
            59,021Notes
                payable
            
            
            245,000Notes
                payable to stockholders
            
            
            2,760,999Total
                current liabilities
            
            
            4,489,929Long-term
                liabilitiesNotes
                payable
            
            
            450,000Notes
                payable to stockholder
            
            
            1,306,159Deferred
                revenue
            
            
            7,014Commitments
                and contingencies
            
            
            -Total
                long-term liabilities
            
            
            1,763,173Total
                liabilities
            
            
            6,253,102Stockholders'
                deficit:Preferred
                stock - stated value $1.00; 25,000,000 shares authorized;1,682,044
                Series A Zero Coupon, shares issued and outstanding,2,612,329
                Series B Zero Coupon, shares issued and outstanding,and
                32,238 Series C Zero Coupon, shares issued and outstanding
            
            
            4,326,611Common
                stock - par value $.0005; 250,000,000 shares authorized;56,847,389
                and 21,121,302 shares issued and outstanding atJune
                30, 2007 and December 31, 2006 respectively
            
            
            28,424Additional
                paid-in capital
            
            
            1,560,433Accumulated
                deficit during development stage
            
            
            (11,581,195
            )Total
                stockholders' deficit
            
            
            (5,665,727
            )Total
                liabilities and stockholders' deficit
            
            $
            587,375






3


MEDICAL
                MEDIA TELEVISION, INC.(A
                DEVELOPMENT STAGE COMPANY)CONSOLIDATED
                STATEMENTS OF OPERATIONSFOR
                THE THREE AND SIX MONTHS ENDED JUNE 30, 2007 AND 2006FROM
                INCEPTION (OCTOBER 2, 1989) to JUNE 30, 2007(UNAUDITED)




June
                30, 2007
            
            June
                30, 2006
            
            FromFor
                the Three
            
            For
                the Six
            
            For
                the Three
            
            For
                the Six
            
            Inception
                toMonths
                Then
            
            Months
                Then
            
            Months
                Then
            
            Months
                Then
            
            June
                30,Ended
            
            Ended
            
            Ended
            
            Ended
            
            2007Revenues,
                net
            
            $
            59,761
            
            $
            98,030
            
            $
            129,053
            
            $
            184,173
            
            $
            670,296Cost
                of revenues
            
            
            72,368
            
            
            133,774
            
            
            107,739
            
            
            185,693
            
            
            1,042,233Gross
                profit
            
            
            (12,607
            )
            
            (35,744
            )
            
            21,314
            
            
            (1,520
            )
            
            (371,937
            )Operating
                expenses:General
                and administration
            
            
            392,252
            
            
            575,300
            
            
            230,001
            
            
            610,376
            
            
            5,015,115Sales
                and marketing
            
            
            82,236
            
            
            137,121
            
            
            256,165
            
            
            618,734
            
            
            2,961,506Depreciation
                and amortization
            
            
            20,164
            
            
            41,168
            
            
            21,587
            
            
            43,241
            
            
            282,869Total
                operating expense
            
            
            494,652
            
            
            753,589
            
            
            507,753
            
            
            1,272,351
            
            
            8,259,490Operating
                loss
            
            
            (507,259
            )
            
            (789,333
            )
            
            (486,439
            )
            
            (1,273,871
            )
            
            (8,631,427
            )Other
                income and (expense)Interest
                expense
            
            
            (159,317
            )
            
            (304,700
            )
            
            (118,615
            )
            
            (204,952
            )
            
            (1,703,954
            )Interest
                income
            
            
            -
            
            
            -
            
            
            70
            
            
            174
            
            
            2,040Other
                income
            
            
            11,000
            
            
            21,687
            
            
            -
            
            
            489
            
            
            24,615Disposal
                of fixed assets
            
            
            (3,534
            )
            
            (3,534
            )
            
            -
            
            
            -
            
            
            (5,257
            )Impairment
                of goodwill
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (1,271,037
            )Gain
                on sale of subsidiary
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            2,421Total
                other income (expense)
            
            
            (151,851
            )
            
            (286,547
            )
            
            (118,545
            )
            
            (204,289
            )
            
            (2,951,172
            )Loss
                before extraordinary items
            
            
            (659,110
            )
            
            (1,075,880
            )
            
            (604,984
            )
            
            (1,478,160
            )
            
            (11,582,599
            )Gain
                on extinguishment of debt
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            1,404Loss
                before taxes
            
            
            (659,110
            )
            
            (1,075,880
            )
            
            (604,984
            )
            
            (1,478,160
            )
            
            (11,581,195
            )Provision
                for income taxes
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Net
                loss
            
            $
            (659,110
            )
            $
            (1,075,880
            )
            $
            (604,984
            )
            $
            (1,478,160
            )
            $
            (11,581,195
            )Net
                loss per share, basic and diluted
            
            
            ($0.01
            )
            
            ($0.03
            )
            
            ($0.03
            )
            
            ($0.07
            )
            
            ($3.97
            )Weighted
                average shares, basic and diluted
            
            
            54,230,222
            
            
            38,872,196
            
            
            21,117,136
            
            
            21,046,017
            
            
            2,920,758





4




MEDICAL
                  MEDIA TELEVISION, INC.(A
                  DEVELOPMENT STAGE COMPANY)CONSOLIDATED
                  STATEMENTS OF STOCKHOLDERS' EQUITYFOR
                  PERIOD FROM INCEPTION (OCTOBER 2, 1989) THROUGH JUNE 30,
                  2007(UNAUDITED)
  AccumulatedAdditional
              
              
              
              Deficit
                  duringPreferred
                  Stock
              
              Common
                  Stock
              
              Paid-in
              
              Subscription
              
              Development
              
              Treasury
                  StockShares
              
              Amount
              
              Shares
              
              Amount
              
              Capital
              
              Receivable
              
              Stage
              
              Shares
              
              Amount
              
              TotalIssuance
                  of $0.01 par value commonshares
                  to an individual for a note
              
              
              -
              
              $
              -
              
              
              1,000
              
              $
              100
              
              $
              1,900
              
              $
              (2,000
              )
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Payment
                  of subscription receivable
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              1,885
              
              
              -
              
              
              -
              
              
              -
              
              
              1,885Stock
                  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
              )
              
              -
              
              
              -
              
              
              -
              
              
              1,885Repurchase
                  of shares
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (1,725,000
              )
              
              (5,000
              )
              
              (5,000
              )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
              )
              
              -
              
              
              (1,725,000
              )
              
              (5,000
              )
              
              (3,115
              )Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (2,867
              )
              
              -
              
              
              -
              
              
              (2,867
              )**Balance,
                  December 31, 1998**
              
              
              -
              
              
              -
              
              
              4,476,000
              
              
              2,238
              
              
              4,762
              
              
              (5,115
              )
              
              (2,867
              )
              
              (1,725,000
              )
              
              (5,000
              )
              
              (5,982
              )-
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -**Balance,
                  December 31, 1999**
              
              
              -
              
              
              -
              
              
              4,476,000
              
              
              2,238
              
              
              4,762
              
              
              (5,115
              )
              
              (2,867
              )
              
              (1,725,000
              )
              
              (5,000
              )
              
              (5,982
              )Shares
                  issued in connectionwith
                  merger with Y2K Recording, Inc.
              
              
              -
              
              
              -
              
              
              1,025,000
              
              
              513
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              513Net
                  income
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              434
              
              
              -
              
              
              -
              
              
              434**Balance,
                  December 31, 2000**
              
              
              -
              
              
              -
              
              
              5,501,000
              
              
              2,751
              
              
              4,762
              
              
              (5,115
              )
              
              (2,433
              )
              
              (1,725,000
              )
              
              (5,000
              )
              
              (5,035
              )Shares
                  issued in connectionwith
                  merger with Savage Mojo, Inc.
              
              
              -
              
              
              -
              
              
              8,000,000
              
              
              4,000
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              4,000Shares
                  issued for services
              
              
              -
              
              
              -
              
              
              10,000
              
              
              5
              
              
              995
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              1,000Contributed
                  capital
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              5,672
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              5,672Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (57,151
              )
              
              -
              
              
              -
              
              
              (57,151
              )**Balance,
                  December 31, 2001**
              
              
              -
              
              
              -
              
              
              13,511,000
              
              
              6,756
              
              
              11,429
              
              
              (5,115
              )
              
              (59,584
              )
              
              (1,725,000
              )
              
              (5,000
              )
              
              (51,514
              )Series
                  A shares sold in private placement
              
              
              47,750
              
              
              95,500
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              95,500Retire
                  treasury stock
              
              
              -
              
              
              -
              
              
              (1,725,000
              )
              
              (863
              )
              
              (4,137
              )
              
              -
              
              
              -
              
              
              1,725,000
              
              
              5,000
              
              
              -Shares
                  issued as premium for notes
              
              
              -
              
              
              -
              
              
              2,939,553
              
              
              1,470
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              1,470Shares
                  issued for Cohen employmentagreement
              
              
              -
              
              
              -
              
              
              748,447
              
              
              374
              
              
              74,471
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              74,845Cancellation
                  of outstanding stockreturned
                  by M. Klimes
              
              
              -
              
              
              -
              
              
              (4,000,000
              )
              
              (2,000
              )
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (2,000
              )Shares
                  issued for services
              
              
              -
              
              
              -
              
              
              312,000
              
              
              156
              
              
              31,044
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              31,200Payment
                  of subscription receivable
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              5,000
              
              
              -
              
              
              -
              
              
              -
              
              
              5,000Write
                  off of subscription receivable
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              115
              
              
              -
              
              
              -
              
              
              -
              
              
              115Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (498,888
              )
              
              -
              
              
              -
              
              
              (498,888
              )**Balance,
                  December 31, 2002**
              
              
              47,750
              
              
              95,500
              
              
              11,786,000
              
              
              5,893
              
              
              112,807
              
              
              -
              
              
              (558,472
              )
              
              -
              
              
              -
              
              
              (344,272
              )


5
 
  MEDICAL
                  MEDIA TELEVISION, INC.(A
                  DEVELOPMENT STAGE COMPANY)CONSOLIDATED
                  STATEMENTS OF STOCKHOLDERS' EQUITYFOR
                  PERIOD FROM INCEPTION (OCTOBER 2, 1989) THROUGH JUNE 30,
                  2007(UNAUDITED)
  AccumulatedAdditional
              
              
              
              Deficit
                  duringPreferred
                  Stock
              
              Common
                  Stock
              
              Paid-in
              
              Subscription
              
              Development
              
              Treasury
                  StockShares
              
              Amount
              
              Shares
              
              Amount
              
              Capital
              
              Receivable
              
              Stage
              
              Shares
              
              Amount
              
              TotalShares
                  issued for services
              
              
              -
              
              
              -
              
              
              50,000
              
              
              25
              
              
              4,975
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              5,000Series
                  A shares sold in private placement
              
              
              53,500
              
              
              107,000
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              107,000Series
                  B shares sold in private placement
              
              
              1,000
              
              
              2,000
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              2,000Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (1,825,313
              )
              
              -
              
              
              -
              
              
              (1,825,313
              )**Balance,
                  December 31, 2003**
              
              
              102,250
              
              
              204,500
              
              
              11,836,000
              
              
              5,918
              
              
              117,782
              
              
              -
              
              
              (2,383,785
              )
              
              -
              
              
              -
              
              
              (2,055,585
              )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
              )
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (2,000
              )Shares
                  issued for services
              
              
              -
              
              
              -
              
              
              372,583
              
              
              186
              
              
              101,828
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              102,014Shares
                  issued for debt
              
              
              -
              
              
              -
              
              
              357,143
              
              
              179
              
              
              249,821
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              250,000Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (2,188,203
              )
              
              -
              
              
              -
              
              
              (2,188,203
              )**Balance,
                  December 31, 2004**
              
              
              -
              
              
              -
              
              
              13,091,685
              
              
              6,546
              
              
              671,668
              
              
              -
              
              
              (4,571,988
              )
              
              -
              
              
              -
              
              
              (3,893,774
              )Effects
                  of 30: 1 reverse stock split
              
              
              -
              
              
              -
              
              
              (12,654,986
              )
              
              (6,327
              )
              
              6,327
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Issuance
                  of dividend shares
              
              
              -
              
              
              -
              
              
              872,779
              
              
              436
              
              
              (436
              )
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Conversion
                  of debt to preferred
              
              
              4,303,000
              
              
              4,303,000
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              4,303,000Acquisition
                  of African AmericanMedical
                  Network, Inc.
              
              
              -
              
              
              -
              
              
              19,415,626
              
              
              9,708
              
              
              420,879
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              430,587Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (1,965,302
              )
              
              -
              
              
              -
              
              
              (1,965,302
              )**Balance,
                  December 31, 2005**
              
              
              4,303,000
              
              
              4,303,000
              
              
              20,725,104
              
              
              10,363
              
              
              1,098,438
              
              
              -
              
              
              (6,537,290
              )
              
              -
              
              
              -
              
              
              (1,125,489
              )Shares
                  issued for services
              
              
              -
              
              
              -
              
              
              250,361
              
              
              125
              
              
              98,560
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              98,685Warrants
                  exercised
              
              
              -
              
              
              -
              
              
              145,837
              
              
              73
              
              
              24,037
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              24,110Conversion
                  of debt to preferred
              
              
              18,187
              
              
              18,187
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              18,187Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (3,968,025
              )
              
              -
              
              
              -
              
              
              (3,968,025
              )**Balance,
                  December 31, 2006**
              
              
              4,321,187
              
              
              4,321,187
              
              
              21,121,302
              
              
              10,561
              
              
              1,221,035
              
              
              -
              
              
              (10,505,315
              )
              
              -
              
              
              -
              
              
              (4,952,532
              )Shares
                  issued in private placement
              
              
              -
              
              
              -
              
              
              30,000,000
              
              
              15,000
              
              
              285,000
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              300,000Warrants
                  exercised
              
              
              -
              
              
              -
              
              
              5,486,087
              
              
              2,743
              
              
              52,118
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              54,861Shares
                  issued for services
              
              
              -
              
              
              -
              
              
              240,000
              
              
              120
              
              
              2,280
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              2,400Conversion
                  of debt to preferred
              
              
              5,424
              
              
              5,424
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              5,424Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (1,075,880
              )
              
              -
              
              
              -
              
              
              (1,075,880
              )**Balance,
                  June 30, 2007**
              
              
              4,326,611
              
              $
              4,326,611
              
              
              56,847,389
              
              $
              28,424
              
              $
              1,560,433
              
              $
              -
              
              $
              (11,581,195
              )
              $
              -
              
              $
              -
              
              $
              (5,665,727
              )
   6
  
 MEDICAL
                  MEDIA TELEVISION, INC.(A
                  DEVELOPMENT STAGE COMPANY)CONSOLIDATED
                  STATEMENTS OF CASH FLOWSFOR
                  THE SIX MONTHS ENDED JUNE 30, 2007 AND 2006FROM
                  INCEPTION (OCTOBER 2, 1989) TO JUNE 30, 2007(UNAUDITED)
  FromInception
                  toJune
                  30,
              
              June
                  30,2007
              
              2006
              
              2007**CASH
                  FLOWS FROM OPERATING ACTIVITES**Net
                  loss
              
              $
              (1,075,880
              )
              $
              (1,478,160
              )
              $
              (11,581,195
              )Adjustments
                  to reconcile net loss to net cash flows fromoperating
                  activities:Depreciation
                  and amortization expense
              
              
              44,701
              
              
              43,241
              
              
              148,944Impairment
                  of goodwill
              
              
              -
              
              
              -
              
              
              1,271,037Cash
                  from acquisition of African American MedicalNetwork,
                  Inc.
              
              
              -
              
              
              -
              
              
              2,104Gain
                  on sale of subsidiary
              
              
              -
              
              
              -
              
              
              (2,421
              )Gain
                  on extinguishment of debt
              
              
              -
              
              
              -
              
              
              (1,404
              )Common
                  stock issued for services
              
              
              2,400
              
              
              98,478
              
              
              207,131Preferred
                  stock issued for debt
              
              
              5,424
              
              
              -
              
              
              32,238Bad
                  debt expense
              
              
              -
              
              
              -
              
              
              115Changes
                  in assets and liabilities:Accounts
                  receivable
              
              
              15,319
              
              
              (15,036
              )
              
              (16,816
              )Prepaid
                  expenses
              
              
              (135,880
              )
              
              (47,819
              )
              
              (169,826
              )Other
                  receivables
              
              
              (1,000
              )
              
              (100
              )
              
              64,671Security
                  deposits
              
              
              (135
              )
              
              -
              
              
              (7,731
              )Accounts
                  payable
              
              
              (193,170
              )
              
              33,635
              
              
              (92,162
              )Accrued
                  expenses and other current liabilities
              
              
              244,913
              
              
              184,265
              
              
              1,776,564Net
                  cash flows (used) in operating activities
              
              
              (1,093,308
              )
              
              (1,181,496
              )
              
              (8,368,751
              )**CASH
                  FLOWS FROM INVESTING ACTIVITIES**
              
              
              24,896Purchase
                  of equipment
              
              
              -
              
              
              (1,143
              )
              
              (25,170
              )Disposal
                  of equipment
              
              
              -
              
              
              -
              
              
              2,255Net
                  cash flows (used) in investing activities
              
              
              -
              
              
              (1,143
              )
              
              (22,915
              )**CASH
                  FLOWS FROM FINANCING ACTIVITIES**Common
                  stock issued for cash
              
              
              300,000
              
              
              -
              
              
              314,185Common
                  stock issued for exercise of warrants
              
              
              54,861
              
              
              24,110
              
              
              78,970Preferred
                  stock issued for cash
              
              
              -
              
              
              -
              
              
              202,500Proceeds
                  from notes payable-net
              
              
              -
              
              
              -
              
              
              685,000Proceeds
                  from notes payable from stockholders-net
              
              
              945,506
              
              
              1,135,029
              
              
              7,319,792Net
                  cash flows provided by financing activities
              
              
              1,300,367
              
              
              1,159,139
              
              
              8,600,447Increase
                  (decrease) in cash
              
              
              207,059
              
              
              (23,500
              )
              
              208,781Cash,
                  beginning of period
              
              
              1,722
              
              
              75,248
              
              
              -Cash,
                  end of period
              
              $
              208,781
              
              $
              51,748
              
              $
              208,781SUPPLEMENTAL
                  DISCLOSURES OF CASH FLOW INFORMATION:Cash
                  paid for interest
              
              $
              137,097
              
              $
              110,469
              
              $
              374,910Acquisition
                  of African American Medical Network, Inc.
              
              $
              -
              
              $
              -
              
              $
              1,571,037Common
                  Stock issued for debt
              
              $
              2,400
              
              $
              -
              
              $
              252,400Preferred
                  Stock issued for debt
              
              $
              5,424
              
              $
              -
              
              $
              4,326,611






7


**MEDICAL
          MEDIA TELEVISION, INC.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **JUNE
          30, 2007 AND 2006**
 **(UNAUDITED)**
 **NOTE
          A -** **SUMMARY
          OF SIGNIFICANT ACCOUNTING POLICIES**
 
 Nature
          of Operations
 
 Medical
          Media Television, Inc. (“Medical Media” or the “Company”) is a Florida
          corporation organized on October 2, 1989. Medical
          Media is a development stage company focused on developing, establishing and marketing
          educational programming for distribution on a monthly basis to participating
          subscribers of its wholly owned subsidiary, African American Medical Network,
          Inc. African
          American Medical Network’s educational programming is provided to several
          hundred doctor’s offices serving the African American population and is targeted
          to the patients of the more than 15,000 doctors who serve the 35 million
          U.S.
          African Americans. Each month of programming contains approximately 28
          educational segments with 24 commercial advertising and billboard spots
          available to purchase. African American Medical Network has also produced
          an
          instructional DVD entitled *Your
          Better Health.* The
          Company is exploring joint venture opportunities regarding the expansion
          of the
          African American Medical Network and the possibility of providing programming
          via broadband delivery.
 
 In
          May
          2007, the Company’s principal secured lender, Vicis Capital Master Fund
          (“Vicis”), indicated that it would continue to provide additional capital to the
          Company with the caveat that the funds be used to implement the business
          plan of
          KidCARE TV and continue the operations of PetCARE TV. Under this arrangement,
          Vicis loaned the Company an additional $600,000 and $325,000 during the
          second
          and third quarters respectively. The Company ultimately accepted $3,076,057
          in
          the aggregate of secured loans from Vicis, the majority of which became
          due on
          August 11, 2007. The Company was unable to pay amounts when due to Vicis
          under
          the loans and as a result, on August 13, 2007, Vicis accepted two of the
          Company’s subsidiaries, PetCARE Television Network, Inc. (“PetCARE TV”) and
          KidCARE Medical Television Network, Inc. (“KidCARE TV”) in partial satisfaction
          of the debt owed to Vicis. In connection therewith, Medical Media transferred
          ownership of the common stock of PetCARE TV and KIDCARE TV that was held
          as
          collateral by Vicis. Vicis continues to hold a secured interest in the
          remaining
          assets of the Company. Further details are provided in Recent Events.
 
 For
          the
          six months ended June 30, 2007 and through August 12, 2007, Medical Media
          produced monthly DVD magazines for distribution to the participating subscribers
          of its PetCARE TV and African American Medical Network. In the first quarter
          of
          2007, PetCARE TV began offering its in-office educational programming through
          various subscription options including quarterly DVD magazine programming
          without advertising, monthly DVD programming without advertising, and daily
          broadband delivery of programming with advertising. A prepaid 3-year
          subscription to the quarterly DVD magazine includes a free 20” TV and DVD
          player. A prepaid 3-year subscription to the monthly DVD magazine includes
          a
          free table-stand 32” flat screen LCD TV and DVD player. A 3-year subscription
          for broadband delivered programming features a wall-mounted 32” flat screen LCD
          TV and PC media player. PetCARE
          TV’s monthly educational DVD programming is designed for the veterinary industry
          to focus on optimal healthcare for animal companions, is currently aired
          in
          veterinary hospitals and targeted to pet owners nationwide, and is viewed
          by
          approximately six million pet owners each month. KidCARE
          TV was designed to target parent consumers in pediatric waiting rooms
          nationwide.
 
 8
 **MEDICAL
            MEDIA TELEVISION, INC.**
 **(A
            DEVELOPMENT STAGE COMPANY)**
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**
 **JUNE
            30, 2007 AND 2006**
 **(UNAUDITED)**
 
 NOTE
          A - **SUMMARY
          OF SIGNIFICANT ACCOUNTING POLICIES (Continued)**
 
 Basis
          of
          Accounting
 
 Medical
          Media 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.
 
 The
          accompanying unaudited consolidated financial statements include Medical
          Media Television, Inc., PetCARE TV, African American Medical Network, and
          KidCARE TV, and have been prepared in accordance with generally accepted
          accounting principles for interim financial information. Accordingly, they
          do not include all of the information and footnotes required by generally
          accepted accounting principles for complete financial statements. In the
          opinion
          of management, all adjustments considered necessary for a fair presentation
          have
          been included. All such adjustments are of a normal recurring nature. Operating
          results for the three and six-month periods ended June 30, 2007 are not
          necessarily indicative of the results that may be expected for the year
          ending
          December 31, 2007. For further information, refer to the consolidated financial
          statements and footnotes thereto included in the Company’s Annual Report on Form
          10-KSB for the year ended December 31, 2006.
 
 Reclassification
 
 Certain
          balances for the three and six-months ended June 30, 2006, and from inception
          through June 30, 2007, were reclassified to conform to the presentation
          of the
          three and six-month periods ended June 30, 2007.
 
 Consolidation
 
 The
          Company combined its three wholly owned subsidiaries, PetCARE TV, African
          American Medical Network, and KidCARE TV, into its consolidated financials,
          eliminating all inter-company transactions.
 
 Cash
          and Cash Equivalents
 
 For
          purposes of the Consolidated Statements of Cash Flows, Medical Media 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
 
 Medical
          Media elected December 31 as its fiscal year.
 
 Revenue
          Recognition
 
 Currently,
          the Company generates revenue from subscribers to and advertisers on its
          African
          American Medical Network. For the six months ended June 30, 2007 and through
          August 12, 2007, the Company generated revenue from three primary sources,
          namely advertisers on its DVD magazines (the “Advertisers”), subscribers to its
          network (the “Subscribers”), and the sale of our educational take-home DVDs, *Your
          New Friend, Your Senior Pet, Your Better Health, and Your New Baby.* 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. With regard to
          our
          take-home DVDs, revenue is recognized in the period the DVDs are shipped.
          The
          accounting for these sales for the six-month period ended June 30, 2007,
          and for
          the year-ended December 31, 2006, reflects the treatment of EITF 00-21,
*Revenue
          Recognition with Multiple Deliverables*.
  9
  **MEDICAL
          MEDIA TELEVISION, INC.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **JUNE
          30, 2007 AND 2006**
 **(UNAUDITED)**
 
 **NOTE
          A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
          (Continued)**
 
 Revenue
          Recognition (Continued)
 
 Our
          primary source of revenue is the sale of annual subscriptions of our programming
          with the revenue generated therefrom allocated over the life of the
          subscription. We distribute our programming through DVD magazines that
          are
          replicated and mailed on a monthly basis. Our production costs are in the
          development of all the content contained on all the DVDs provided under
          the
          subscription, not in development of a salable individual DVD item. The
          costs
          associated with our programming includes the costs of production (shooting
          the
          segments, editing, mastering content), and the cost of replication and
          delivery
          of each monthly DVD magazine.
 
 In
          2006
          and for the six months ended June 30, 2007, we marketed a line of stand-alone
          DVDs that are sold individually and independent of our subscriptions.
 
 Goodwill
          and Other Intangible Assets
 
 Goodwill
          and other intangible assets are evaluated for impairment based upon the
          expected
          financial benefits to be realized from the particular asset being evaluated.
          Certain intangible costs such as organizational costs are amortized over
          a fixed
          life while goodwill is evaluated for impairment every year. At December
          31,
          2006, the Company made a determination that due to its inability to sell
          subscriptions to its African American Medical Network that was anticipated
          as
          part of the acquisition, goodwill was fully impaired resulting in a write-off
          of
          $1,271,037.
 
 The
          Company has two intangible assets related to the acquisition of African
          American
          Medical Network, namely the customer base and employment relationships
          which
          include covenants not to compete with the company. We amortized the customer
          base over three years beginning on January 1, 2006 and total amortization
          in
          2006 and for the six months ended June 30, 2007 was $66,667 and $33,333
          respectively. We will amortize the remaining balance of $100,000 over the
          remainder of 2007 and 2008. We amortized the employment relationships over
          eight
          years beginning on January 1, 2006 and total amortization in 2006 and for
          the
          six months ended June 30, 2007 was $12,500 and $6,250 respectively. We
          will
          amortize the remaining balance of $81,250 over the remainder of 2007 and
          2008
          through 2013.
 
 Stock
          Based Compensation
 
 The
          Company follows the requirements of SFAS 123(R), *Share
          Based Payments* with
          regard to stock based compensation issued to both employees and non-employees.
          The Company has various employment agreements and consulting arrangements
          that
          call for stock to be awarded to the employees and consultants at various
          times
          as compensation and periodic bonuses. The expense for this stock based
          compensation is equal to the fair value of the stock that was determined
          by
          using the closing trading price on the day the stock was awarded multiplied
          by
          the number of shares awarded.
 
 10
  **MEDICAL
          MEDIA TELEVISION, INC.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **JUNE
          30, 2007 AND 2006**
 **(UNAUDITED)**
  **NOTE
          A -** **SUMMARY
          OF SIGNIFICANT ACCOUNTING POLICIES (Continued)**
 
 Income
          Taxes
 
 Medical
          Media 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 be either taxable or
          deductible when the assets and liabilities are recovered or
          settled.
 
 Since
          its
          inception, Medical Media has an accumulated loss of $11,578,795 for income
          tax
          purposes, which can be used to offset future taxable income through 2026.
          The
          potential tax benefit of this loss is as follows:
 
 Future
                    tax benefit
                
                $
                4,342,048Valuation
                    allowance
                
                
                (4,342,048
                )Future
                    tax benefit
                
                $
                -
 
 As
          of
          June 30, 2007, the Company recorded a valuation allowance of $4,342,048
          on the
          deferred tax assets to reduce it to zero. Realization of deferred tax assets
          is
          dependent upon sufficient future taxable income during the period that
          deductible temporary differences and carry forwards are expected to be
          available
          to reduce taxable income. Due to uncertainty regarding future income to
          offset
          the loss carry forward, management has made an allowance for the entire
          deferred
          tax asset.
 
 Advertising
          Costs
 
 Medical
          Media expenses the production costs of advertising the first time the
          advertising takes place.
 
 Fixed
          Assets
 
 Medical
          Media’s fixed assets consist of computer equipment and leasehold improvements.
          We depreciated computer equipment over three years on a straight-line basis
          and
          leasehold improvements on a straight-line basis over the life of the current
          lease (38 months).
 
 Use
          of
          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.
 
 11
  **MEDICAL
          MEDIA TELEVISION, INC.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **JUNE
          30, 2007 AND 2006**
 **(UNAUDITED)**
  **NOTE
          A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
          (Continued)**
 
 Going
          Concern
 
 We
          currently are a development stage company under the provisions of SFAS
          No. 7,
          and have negative cash flows from operations and no established source
          of
          revenue. The
          foregoing matters raise substantial doubt about the ability of our Company
          to
          continue as a going concern. As such, we are actively seeking external
          sources
          to satisfy our short-term and long-term capital requirements. We are seeking
          to
          raise this additional capital through a public or private sale of debt
          or equity
          securities, debt financing, or short-term loans. We currently do not have
          any
          financing commitments (binding or non-binding) and we cannot give any assurance
          that we will be able to secure the additional cash or working capital we
          require to
          continue our operations. The
          Company is exploring joint venture opportunities regarding the expansion
          of the
          African American Medical Network and is negotiating settlements with trade
          creditors and certain debt holders. Within the next sixty days, if we do
          not
          identify a joint venture partner, settle outstanding and delinquent trade
          payables and notes, and obtain working capital of $50,000, we may not be
          able to
          continue our operations. We
          do not
          anticipate significant revenues from advertising sales or subscription
          sales. At
          August 13, 2007, we have an aggregate of approximately $1,815,000 of debt
          obligations currently in default and an additional $124,000 (including
          accrued
          interest) which mature over the next six months. In the event we are
          unsuccessful in our efforts to secure additional capital, it would have
          a
          material adverse effect on the Company’s results of operations and financial
          condition.
 
 **NOTE
          B - COMMON AND PREFERRED STOCK**
 
 Start
          of trading on the OTC Bulletin Board
 
 On
          February 2, 2004, Medical Media’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,
          and if
          developed, may not be sustained. Currently, the Company’s Common Stock trades
          under the symbol “MMTV”.
 
 Common
          Stock
 
 On
          March
          23, 2007, the Company issued 25,000,000 shares of its Common Stock to Vicis
          pursuant to the terms of that certain Stock Purchase Agreement (the “Purchase
          Agreement”). Pursuant to the Purchase Agreement, the Company sold the Common
          Stock to Vicis at $.01 per share, for a total purchase price of $250,000.
          The
          purchase price for the Common Stock was paid in cash. Pursuant to the Purchase
          Agreement, Vicis agreed to waive all anti-dilution privileges, preemptive
          rights, and price adjustment rights on all convertible securities held
          by Vicis,
          except for certain common stock purchase warrants held by Vicis. The issuance
          of
          the Common Stock was exempt from the registration requirements of the Securities
          Act of 1933, as amended, pursuant to Section 4(2) of the Act for transactions
          not involving a public offering and Rule 506 promulgated by the United
          States
          Securities and Exchange Commission under the Securities Act of 1933, as
          amended.
          The Common Stock was issued to one institutional investor.
 
 On
          April
          18, 2007, the Company issued 5,000,000 shares of its Common Stock to Vicis
          pursuant to the terms of that certain Stock Purchase Agreement (the “Purchase
          Agreement”). Pursuant to the Purchase Agreement, the Company sold the Common
          Stock to Vicis at $.01 per share, for a total purchase price of  $50,000.
          The purchase price for the Common Stock was paid in cash. Pursuant to the
          Purchase Agreement, Vicis agreed to waive all anti-dilution privileges,
          preemptive rights, and price adjustment rights on all convertible securities
          held by Vicis, except for certain common stock purchase warrants held by
          Vicis.
          The issuance of the Common Stock was exempt from the registration requirements
          of the Securities Act of 1933, as amended, pursuant to Section 4(2) of
          the Act
          for transactions not involving apublic
          offering and Rule 506 promulgated by the United States Securities and Exchange
          Commission under the Securities Act of 1933, as amended. The Common Stock
          was
          issued to one institutional investor.
  12
  **MEDICAL
          MEDIA TELEVISION, INC.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **JUNE
          30, 2007 AND 2006**
 **(UNAUDITED)**
 
 **NOTE
          B - COMMON AND PREFERRED STOCK (Continued)**
 
 Common
          Stock (Continued)
 
 On
          April
          17, 2007, the Company’s majority shareholder (holding a total of 25,181,552
          of 46,121,302 (55%)
          of
          the Company’s outstanding Common Stock, approved an amendment to the Company’s
          Articles of Incorporation, which increased the authorized number of common
          shares of the Company from 100,000,000 to 250,000,000. The amendment became
          effective on April 19, 2007.
 
 On
          April
          26, 2007, Vicis paid the Company an aggregate of $54,861 and exercised
          all of
          its outstanding warrants at $0.01 per share, and the Company issued 5,486,100
          shares of its restricted common stock to Vicis.
 
 On
          May 4,
          2007 and May 17, 2007, the Company issued an aggregate of 90,000 and 50,000
          shares respectively to the members of PetCARE TV’s Veterinary Advisory Board.
          Each member received 10,000 shares for their services to be rendered to
          PetCARE
          TV during the calendar year 2007. Also on May 4, 2007, the Company issued
          100,000 shares of its restricted common stock to Tifanie Joudeh, Esq. for
          services rendered.
 
 Preferred
          stock
 
 The
          Company has 25,000,000 shares of preferred stock authorized which can be
          designated in series as desired by the Company’s Board of Directors. To date,
          the Board was approved Series A Zero Coupon Preferred Stock with 1,682,044
          shares designated and issued and outstanding, Series B Zero Coupon Preferred
          Stock with 2,612,329 shares designated and issued and outstanding, and
          Series C
          Zero Coupon Preferred Stock with 400,000 shares designated and 32,238 shares
          issued and outstanding. All designated shares of each of these Series were
          included in a registration statement on Form SB-2 filed with the SEC that
          was
          declared effective on March 1, 2006.
 
 Through
          June 30, 2007, the Company issued 21,616 shares of its Series C Zero Coupon
          Preferred Stock to Steve Port in lieu of interest totaling $21,617.
 
 Through
          June 30, 2007, th e
          Company
          issued 1,995 shares of its Series C Zero Coupon Preferred Stock to Elaine
          Edinburg in lieu interest totaling $1,995.
 
 Treasury
          stock
 
 Treasury
          stock is shown at cost.
  13
  **MEDICAL
          MEDIA TELEVISION, INC.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **JUNE
          30, 2007 AND 2006**
 **(UNAUDITED)**
 
 **NOTE
          B - COMMON AND PREFERRED STOCK (Continued)**
 
 Stock
          Options
 
 2002
          Incentive Stock Option Plan
 
 We
          have a
          2002 equity incentive plan available to key employees and consultants of
          the
          Company. We granted options for all 66,667 shares of Common Stock available
          under the plan. As the Company issued grants for the maximum number of
          shares
          allowed under this plan, the 2002 Equity Incentive Plan was closed.
 
 2006
          Equity Incentive Plan
 
 We
          have a
          2006 Equity Incentive Plan that allows the Company to issue options for
          up to
          2,000,000 shares to eligible key employees and consultants. Under the plan,
          the
          exercise price of each incentive option is equal to the greater of the
          fair
          market value of our Common Stock on the date of the 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. Options are fully vested upon issuance and 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. The Compensation Committee of
          the
          Board of Directors shall determine the price at which shares of stock may
          be
          purchased under a nonqualified option. To date, we have granted 654,636
          options
          under this plan with an exercise price of $0.17 per share.
 
 There
          is
          a small and very limited market for the Company’s Common Stock and no market for
          our Non-Qualified Stock Options, therefore there are no readily available
          market
          quotations. Factors in the determination that there would be expected cash
          return for the Non-Qualified Stock Options included the Company’s historic lack
          of revenues, the Company’s large debt to equity ratio, and lack of any trading
          volume in the Common Stock. Accordingly, no compensation expense was booked
          for
          these options.
 
 **NOTE
          C - RELATED PARTY TRANSACTIONS**
 
 On
          April
          27, 2007, the Company received written notice from Mr. Port that the February
          Port Note in the principal amount of $100,000 had matured, was past due,
          and was
          immediately due and payable. He also indicated to the Company that he did
          not
          wish to convert the February Port Note to shares of the Company’s common stock. As
          of
          June 30, 2007, pursuant to the provisions of the February Port Note, the
          Company
          paid $21,617
          of interest through the issuance of 21,616 shares of Series C Zero Coupon
          Preferred Stock. As of August 13, 2007, the balance due under the February
          Port
          Note is $107,397. The Company is unable to pay the February Port Note at
          this
          time.
 
 On
          April
          27, 2007, Mr. Port notified the Company that he did not intend to further
          extend
          the April Port Note in the principal amount of $125,000. Pursuant to the
          notice
          provisions of the April Port Note, the Maturity Date became May 30, 2007.
          As of
          August 13, 2007, the balance due under the April Port Note is $158,583.
          The
          Company is unable to pay the April Port Note at this time.
 
 14
  **MEDICAL
          MEDIA TELEVISION, INC.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **JUNE
          30, 2007 AND 2006**
 **(UNAUDITED)**
  **NOTE
          C - RELATED PARTY TRANSACTIONS (Continued)**
 
 As
          of
          June 30, 2007 and through August 13, 2007, the Company owed an aggregate
          of (i)
          $70,074 in past-due interest on its $412,000 Series AA Convertible Debenture
          to
          Vicis dated November 16, 2004, (ii) $1,775 in past-due interest on its
          $50,000
          Secured Promissory Note to Vicis dated June 1, 2006, and (iii) $1,060 in
          past-due interest on its $50,000 Secured Promissory Note to Vicis dated
          June 30,
          2006. The Company is unable to pay these interest amounts at this
          time.
 
 As
          of
          June 30, 2007, pursuant to the provisions of the Convertible Promissory
          Notes to
          William H. Quiros in November 2005 and March 2006, the amount of interest
          due
          under the November Quiros Note that was credited to the March Quiros Note
          through June 30, 2007 was $272,219.
 
 Through
          June 30, 2007, pursuant to the provisions of the $450,000 Convertible Promissory
          Note to William H. Quiros, Mr. Quiros had loaned the Company $306,159 under
          the
          March Quiros Note including interest of $272,219 from the November Quiros
          Note
          and interest of $33,940 from the March Quiros Note. Accordingly, the Company
          issued Mr. Quiros 475,985 in Common Stock Purchase Warrants through June
          30,
          2007.
 
 As
          of
          June 30, 2007, pursuant to the provisions of the $10,000 Convertible Promissory
          Note to Elaine G. Edinburg, the Company paid $1,995 of interest through
          the
          issuance of 1,995 shares of Series C Zero Coupon Preferred Stock. The Edinburg
          Note was due on March 31, 2007. As of August 13, 2007, the balance due
          under the
          Edinburg Note is $10,739. The Company is unable to pay the Edinburg Note
          as this
          time.
 
 **NOTE
          D - CONVERTIBLE PROMISSORY NOTES**
 
 On
          February 1, 2007, the Company executed a Note Purchase Agreement pursuant
          to
          which it issued a 10% Secured Convertible Promissory Note in the principal
          amount of $250,000 (the “Note”) to Vicis Capital Master Fund (“Vicis”) pursuant
          to the exemption from registration found in Section 4(2) of the Securities
          Act
          of 1933. At any
          time while the Note remains outstanding, Vicis may convert the outstanding
          principal balance and any accrued but unpaid interest on the Note into
          shares of
          the Company’s Common Stock at a conversion price of $.166 per share (the
“Conversion Shares”). The principal balance of the Note is due in one lump sum
          payment on August 10, 2007 (the “Maturity Date”), unless earlier converted.
          Interest on such principal (or any balance thereof outstanding from time
          to
          time) accrues at an annual rate of interest of ten percent (10%) and is
          payable
          on the Maturity Date. As security for the Company’s obligations under the
          Purchase Agreement and the Note, the Company pledged all of the capital
          stock of
          the Company’s subsidiaries, PetCARE TV, African American Medical Network, and
          KidCARE TV (collectively the “Subsidiaries”), pursuant to the terms of a Stock
          Pledge and Escrow Agreement dated August 11, 2006. Repayment of the Note
          is
          guaranteed by the Subsidiaries and is also secured by a blanket lien encumbering
          the assets of the Company and the Subsidiaries.
 
 15
  **MEDICAL
          MEDIA TELEVISION, INC.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **JUNE
          30, 2007 AND 2006**
 **(UNAUDITED)**
 
 **NOTE
          E - SECURED PROMISSORY NOTES**
 
 On
          May
          16, 2007, the Company and all its subsidiaries entered into a Note Purchase
          Agreement pursuant to which it issued a 10% Secured Promissory Note in
          the
          principal amount of $200,000 (the “Note”) to Vicis pursuant
          to the exemption from registration found in Section 4(2) of the Securities
          Act
          of 1933. The
          principal balance of the note is due in one lump sum payment on August
          11, 2007
          (the “Maturity Date”). Interest on such principal (or any balance thereof
          outstanding from time to time) accrues at an annual rate of interest of
          ten
          percent (10%) from May 1, 2007, and is payable on the Maturity Date. As
          security
          for the Company’s obligations under the Note Purchase Agreement and the Note,
          the Company pledged all of the capital stock of the Company’s subsidiaries,
          PetCARE TV, African American Medical Network, and KidCARE TV (collectively
          the
“Subsidiaries”), pursuant to the terms of a Stock Pledge and Escrow Agreement
          dated February 1, 2007. Repayment of the note is guaranteed by the Subsidiaries
          and is also secured by a blanket lien encumbering the assets of the Company
          and
          the Subsidiaries. Vicis and the Company had a verbal agreement that the
          funds
          would be used to implement the business plan of KidCARE TV.
 
 On
          June
          15, 2007, the Company and all its Subsidiaries entered into a Securities
          Exchange Agreement pursuant to which it issued a 10% Secured Promissory
          Note in
          the principal amount of $200,000 (the “Note”) to Vicis pursuant
          to the exemption from registration found in Section 4(2) of the Securities
          Act
          of 1933. The
          principal balance of the Note is due in one lump sum payment on the Maturity
          Date. Interest on such principal (or any balance thereof outstanding from
          time
          to time) accrues at an annual rate of interest of ten percent (10%) and
          is
          payable on the Maturity Date. As security for the Company’s obligations under
          the Note Purchase Agreement and the Note, the Company pledged all of the
          capital
          stock of the Company’s Subsidiaries, pursuant to the terms of a Stock Pledge and
          Escrow Agreement dated February 1, 2007. Repayment of the note is guaranteed
          by
          the Subsidiaries and is also secured by a blanket lien encumbering the
          assets of
          the Company and the Subsidiaries. Vicis and the Company had a verbal agreement
          that the funds would be used to implement the business plan of KidCARE
          TV.
 
 On
          June
          29, 2007, the Company and all its subsidiaries entered into a Note Purchase
          Agreement pursuant to which it issued a 10% Secured Promissory Note in
          the
          principal amount of $200,000 (the “Note”) to Vicis pursuant
          to the exemption from registration found in Section 4(2) of the Securities
          Act
          of 1933. The
          principal balance of the Note is due in one lump sum payment on the Maturity
          Date. Interest on such principal (or any balance thereof outstanding from
          time
          to time) accrues at an annual rate of interest of ten percent (10%) and
          is
          payable on the Maturity Date. As security for the Company’s obligations under
          the Note Purchase Agreement and the Note, the Company pledged all of the
          capital
          stock of the Company’s Subsidiaries, pursuant to the terms of a Stock Pledge and
          Escrow Agreement dated February 1, 2007. Repayment of the note is guaranteed
          by
          the Subsidiaries and is also secured by a blanket lien encumbering the
          assets of
          the Company and the Subsidiaries. Vicis and the Company had a verbal agreement
          that the funds would be used to implement the business plan of KidCARE
          TV.
 
 **NOTE
          F - COMMITMENTS AND CONTINGENCIES**
 
 In
          August
          2003, the Company 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. Under
          this agreement, minimum lease expense for the 12 months ended December
          31, 2007
          and the eleven months ended November 30, 2008 will be approximately $41,100
          and
          $38,500 respectively.
  16
 **MEDICAL
            MEDIA TELEVISION, INC.**
 **(A
            DEVELOPMENT STAGE COMPANY)**
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**
 **JUNE
            30, 2007 AND 2006**
 **(UNAUDITED)**
 **NOTE
          G - SUBSEQUENT EVENTS**
 
 On
          August
          2, 2007, the Company and all its subsidiaries entered into a Note Purchase
          Agreement pursuant to which it issued a 10% Secured Promissory Note in
          the
          principal amount of $325,000 (the “note”) to Vicis pursuant
          to the exemption from registration found in Section 4(2) of the Securities
          Act
          of 1933. The
          principal balance of the Note is due in one lump sum payment on the Maturity
          Date. Interest on such principal (or any balance thereof outstanding from
          time
          to time) accrues at an annual rate of interest of ten percent (10%) and
          is
          payable on the Maturity Date. As security for the Company’s obligations under
          the Note Purchase Agreement and the Note, the Company pledged all of the
          capital
          stock of the Company’s Subsidiaries, pursuant to the terms of a Stock Pledge and
          Escrow Agreement dated February 1, 2007. Repayment of the note is guaranteed
          by
          the Subsidiaries and is also secured by a blanket lien encumbering the
          assets of
          the Company and the Subsidiaries. Vicis and the Company had a verbal agreement
          that the funds would be used to implement the business plan of KidCARE
          TV.
 
 At
          August
          11, 2007, the Company owed Vicis approximately $3,076,057 in the aggregate,
          which amount includes principal and interest owed to Vicis under secured
          loans
          made by Vicis to the Company (including the notes described above) (the
          "Vicis
          Loans") and liquidated damages owed by the Company to Vicis under related
          loan
          documents (collectively with the Vicis Loans, the "Obligations"). The Company’s
          performance of the Obligations are (i) secured by a pledge by the Company
          of all
          of the capital stock of the Company’s Subsidiaries, pursuant to the terms of a
          Stock Pledge and Escrow Agreement dated February 1, 2007; (ii) guaranteed
          by the
          Subsidiaries pursuant to Guaranty Agreements, each dated February 1, 2007;
          and
          (iii) secured by a blanket lien encumbering the assets of the Company and
          the
          Subsidiaries pursuant to Security Agreements, each dated February 1,
          2007.
 
 Payment
          of principal and interest under the Vicis Loans is past due. As of the
          date
          hereof, the Company has not made any payment of the Obligations, and the
          Company
          believes it will not be able to make payment of the Obligations in the
          future.
          As result, the Company and its Subsidiaries are in default under the Vicis
          Loans
          and related loan documents.
 
 As
          a
          result of the default on the Vicis Loans, Vicis informed us that it intended
          to
          exercise its remedies under the Florida Uniform Commercial Code (the "UCC"),
          pursuant to which it may accept collateral insatisfaction of the Obligations secured by such collateral. More particularly,
          Vicis stated that it intended to accept the following collateral in partial
          satisfaction of Vicis Loans totaling an aggregate of $1,764,668 of the
          debt
          (with payment applied in full satisfaction of the Series B Convertible
          Debenture
          dated May 6, 2005 in the principal amount of $250,000 and the 10% Secured
          Convertible Promissory Note dated August 11, 2006 in the principal amount
          of
          $1,302,000): (i) all rights, title and interest of Medical Media in the
          1,000
          shares of common stock of KidCARE TV, (ii) all rights, title and interest
          of
          Medical Media in the 1,000 shares of common stock of PetCARE TV, (iii)
          all
          rights, title and interest of Medical Media in the mark “Medical Media
          Television, Inc., and the goodwill associated with such mark, and (iv)
          all books
          and records of PetCARE TV and KidCARE TV held by Medical Media (collectively,
          the "Collateral").
 
 Given
          our
          unsuccessful attempts to obtain additional financing or agree to alternative
          arrangements with Vicis and other lenders, on August 13, 2007, we agreed
          and
          consented to Vicis's exercise of its remedies under the UCC and the foreclosure
          upon the Collateral. As part of the agreement and consent, the Company
          and its
          Subsidiaries acknowledged that the Company and its Subsidiaries are in
          default
          in payment of principal, interest, and liquidated damages under the Vicis
          Loans
          and related loan documents in the aggregate of $3,076,057, and that the
          debt is
          secured by a properly perfected first priority security interest in all
          of the
          assets of the Company and its Subsidiaries. Accordingly, the Company and
          Vicis
          sent joint instructions to the escrow agent, pursuant to which we instructed
          the
          escrow agent to transfer the stock certificates representing all outstanding
          shares of KidCARE TV and PetCARE TV being held in escrow to Vicis's designee.
          The Company also entered into a trademark assignment with Vicis, whereby
          the
          Company transferred all rights, title and interest in the mark “Medical Media
          Television, Inc., and the goodwill associated with such mark.
  17
 **MEDICAL
            MEDIA TELEVISION, INC.**
 **(A
            DEVELOPMENT STAGE COMPANY)**
 **NOTES
            TO CONSOLIDATED FINANCIAL STATEMENTS**
 **JUNE
            30, 2007 AND 2006**
 **(UNAUDITED)**
 The
          Company remains liable for repayment of the remaining Obligations to Vicis,
          and
          Vicis continues to hold a secured interest in the remaining assets of the
          Company.
 
 Appointment
          of Going Forward Committee
 
 On
          August
          13, 2007, the Company’s Board of Directors approved a Going Forward Committee
          (the “Committee”) comprised of J. Holt Smith and Michael Marcovsky. The
          Committee was charged to negotiate payables, construct a plan with creditors,
          and explore opportunities for a possible merger. The Company’s Board of
          Directors authorized the Committee to negotiate in good faith on behalf
          of the
          Company and to report its finding to the Board for ratification. The Company
          approved an aggregate payment to the Committee of $200,000, to the extent that
          those funds were available after the payment of creditors.
 
 Change
          in Board of Directors
 
 T he
          Company’s Board of Directors accepted the resignations of Philip M. Cohen
          (Chairman), Jeffrey I. Werber, and Charles V. Richardson effective as of
          August
          13, 2007. As stated therein, the resignations were not the result of a
          disagreement with the Company on any matter relating to the Company’s
          operations, policies, or practices. The
          Board
          of Directors elected J. Holt Smith to serve as Chairman of the Board but
          has not
          yet appointed new directors to fill the vacancies created by these
          resignations.
 
 Change
          in Officers
 
 The
          Company’s Board of Directors accepted the resignation of Philip M. Cohen as the
          President and Chief Executive Officer of the Company. As stated therein,
          the
          resignation was not the result of a disagreement with the Company on any
          matter
          relating to the Company’s operations, policies, or practices. The Company’s
          Board of Directors appointed J. Holt Smith to serve as Interim Chief Executive
          Officer.
 
 18


**Item
                2.**
            **Management’s
                Discussion and Analysis or Plan of
                Operation.**





The
      following discussion and analysis provides information which management of
      Medical Media Television, Inc. (“Medical Media” or the “Company”) believes to be
      relevant to an assessment and understanding of the Company’s results of
      operations and financial condition. This discussion should be read together
      with
      the Company’s financial statements and the notes to the financial statements,
      which are included in this report. This information should also be read in
      conjunction with the information contained in our Annual Report on Form 10-KSB
      for the fiscal year ended December 31, 2006, including the audited financial
      statements and notes included therein. Because of the nature of the Company
      as a
      development stage company, the reported results will not necessarily reflect
      future results of operations or financial condition.





**Cautionary
      Statement Regarding Forward-Looking Statements**





This
      Quarterly Report on Form 10-QSB-A contains “forward-looking statements”, as that
      term is defined in the Private Securities Litigation Reform Act of 1995. These
      statements relate to future events or our future financial performance. Some
      discussions in this report may contain forward-looking statements that involve
      risk and uncertainty. A number of important factors could cause our actual
      results to differ materially from those expressed in any forward-looking
      statements made by us in this report. Forward-looking statements are often
      identified by words like “believe,” “expect,” “estimate,” “anticipate,”
“intend,” “project” and similar words or expressions which, by their nature,
      refer to future events.





In
      some
      cases, you can also identify forward-looking statements by terminology such
      as
“may,” “will,”
      “should,” “plans,” “predicts,” “potential,” or “continue,” or the negative of
      these terms or other comparable terminology. These statements are only
      predictions and involve known and unknown risks, uncertainties, and other
      factors that may cause our actual results, levels of activity, performance
      or
      achievements to be materially different from any future results, levels of
      activity, performance or achievements expressed or implied by these
      forward-looking statements.





Although
      we believe that the expectations reflected in the forward-looking statements
      are
      reasonable, we cannot guarantee future results, levels of activity, or
      achievements. You should not place undue certainty on these forward-looking
      statements, which apply only as of the date of this report. These
      forward-looking statements are subject to certain risks and uncertainties that
      could cause actual results to differ materially from historical results or
      our
      predictions. Except as required by applicable law, including the securities
      laws
      of the United States, we do not intend to update any of the forward-looking
      statements to conform these statements to actual results.





**Overview**





Medical
      Media Television, Inc. (“Medical Media” or the “Company”) is a Florida
      corporation organized on October 2, 1989. Medical
      Media is a development stage company focused on developing, establishing and marketing
      educational programming for distribution on a monthly basis to participating
      subscribers of its wholly owned subsidiary, African American Medical Network,
      Inc. African
      American Medical Network’s educational programming is provided to several
      hundred doctor’s offices serving the African American population and is targeted
      to the patients of the more than 15,000 doctors who serve the 35 million U.S.
      African Americans. Each month of programming contains approximately 28
      educational segments with 24 commercial advertising and billboard spots
      available to purchase. African American Medical Network has also produced an
      instructional DVD entitled *Your
      Better Health.* The
      Company is exploring joint venture opportunities regarding the expansion of
      the
      African American Medical Network and the possibility of providing programming
      via broadband delivery.




19





In
      May
      2007, the Company’s principal secured lender, Vicis Capital Master Fund
      (“Vicis”), indicated that it would continue to provide additional capital to the
      Company with the caveat that the funds be used to implement the business plan
      of
      KidCARE TV and continue the operations of PetCARE TV. Under this arrangement,
      Vicis loaned the Company an additional $600,000 and $325,000 during the second
      and third quarters respectively. The Company ultimately accepted $3,076,057
      in
      the aggregate of secured loans from Vicis, the majority of which became due
      on
      August 11, 2007. The Company was unable to pay amounts when due to Vicis under
      the loans and as a result, on August 13, 2007, Vicis accepted two of the
      Company’s subsidiaries, PetCARE Television Network, Inc. (“PetCARE TV”) and
      KidCARE Medical Television Network, Inc. (“KidCARE TV”) in partial satisfaction
      of the debt owed to Vicis. In connection therewith, Medical Media transferred
      ownership of the common stock of PetCARE TV and KIDCARE TV that was held as
      collateral by Vicis. Vicis continues to hold a secured interest in the remaining
      assets of the Company. Further details are provided in Recent Events.





For
      the
      six months ended June 30, 2007 and through August 12, 2007, Medical Media
      produced monthly DVD magazines for distribution to the participating subscribers
      of its PetCARE TV and African American Medical Network. In the first quarter
      of
      2007, PetCARE TV began offering its in-office educational programming through
      various subscription options including quarterly DVD magazine programming
      without advertising, monthly DVD programming without advertising, and daily
      broadband delivery of programming with advertising. A prepaid 3-year
      subscription to the quarterly DVD magazine includes a free 20” TV and DVD
      player. A prepaid 3-year subscription to the monthly DVD magazine includes
      a
      free table-stand 32” flat screen LCD TV and DVD player. A 3-year subscription
      for broadband delivered programming features a wall-mounted 32” flat screen LCD
      TV and PC media player. PetCARE
      TV’s monthly educational DVD programming is designed for the veterinary industry
      to focus on optimal healthcare for animal companions, is currently aired in
      veterinary hospitals and targeted to pet owners nationwide, and is viewed by
      approximately six million pet owners each month. KidCARE
      TV was designed to target parent consumers in pediatric waiting rooms
      nationwide.





More
      information on the Company and African American Medical Network can be found
      on
      their websites at www.medicalmediatelevision.com and www.africanamericanmedicalnetwork.com . These
      websites serve primarily as an informational tool for prospective subscribers
      and advertisers, who can log on to find out more about our business and the
      goods and services available. Prospective
      subscribers are allowed to view samples of current programming, review
      frequently asked questions, review the subscription process, and print out
      a
      subscription agreement.





We
      have
      expended approximately $8,368,751 through June 30, 2007 in developing our
      business plan. For the period from the implementation of our current business
      plan (June 2002) through June 30, 2007, we have generated revenue of $456,466
      from advertising and $104,037 from sales of our educational DVDs, *Your
      New Friend* and *Your
      Senior Pet,* distributed by our PetCARE TV subsidiary. During the same period, we also
      generated revenue from subscription sales to veterinarian offices of $161,979
      of
      which $66,034 is recorded as deferred revenue.




**Development
      Stage Company; Going Concern Issue**





We
      are a
      development stage company under the provisions of SFAS No. 7, and have
      negative cash flows from operations and no current established source of
      revenue. We do not anticipate significant revenues from either advertising
      sales
      or subscription sales in the near future. The foregoing matters have raised
      substantial doubt about the ability of our Company to continue as a going
      concern.  Management believes that there will not be sufficient cash to
      continue the business for the next twelve months. See *Liquidity
      and Capital Resources* below.




20


**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.





**Goodwill**





Goodwill
      and other intangible assets are evaluated for impairment based upon the expected
      financial benefits to be realized from the particular asset being evaluated.
      Certain intangible costs such as organizational costs are amortized over a
      fixed
      life while goodwill is evaluated for impairment every year. The particular
      assumptions used to test goodwill at December 31, 2005 included the expected
      synergies to be realized through the merger in November 2005, as well as the
      expected financial benefit to be realized from the goodwill. Negotiations with
      several significant customers were going on during the preparation of our Form
      10-KSB for 2005 that indicated the goodwill was properly valued at the full
      amount that had been recorded during the merger.





At
      December 31, 2006, the Company made a determination that due to its inability
      to
      sell subscriptions and attract advertisers to its African American Medical
      Network that were anticipated as part of the acquisition, goodwill was fully
      impaired resulting in a write-off of $1,271,037.





**Revenue
      Recognition**





Currently,
      the Company generates revenue from subscribers to and advertisers on its African
      American Medical Network. For the six months ended June 30, 2007 and through
      August 12, 2007, the Company generated revenue from three primary sources,
      namely advertisers on its DVD magazines (the “Advertisers”), subscribers to its
      network (the “Subscribers”), and the sale of our educational take-home DVDs, *Your
      New Friend, Your Senior Pet, Your Better Health, and Your New Baby.* 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. With regard to our
      take-home DVDs, revenue is recognized in the period the DVDs are shipped.





Our
      primary source of revenue is the sale of annual subscriptions of our programming
      with the revenue generated therefrom allocated over the life of the
      subscription. We distribute our programming through DVD magazines that are
      replicated and mailed on a monthly basis. Our production costs are in the
      development of all the content contained on all the DVDs provided under the
      subscription, not in development of a salable individual DVD item. The costs
      associated with our programming includes the costs of production (shooting
      the
      segments, editing, mastering content), and the cost of replication and delivery
      of each monthly DVD magazine.





In
      2006
      and for the six months ended June 30, 2007, we marketed a line of stand-alone
      DVDs that are sold individually and independent of our subscriptions.





21




**Information
      Relating To Forward-Looking Statements**





This
      report, including the documents incorporated by reference in this report,
      includes forward-looking statements. We have based these forward-looking
      statements on our current expectations and projections about future events.
      Our
      actual results may differ materially from those discussed herein, or implied
      by
      these forward-looking statements. Forward-looking statements are identified
      by
      words such as “believe,” “anticipate,” “expect,” “intend,” “plan,” “will,” “may”
and other similar expressions. In addition, any statements that refer to
      expectations, projections or other characterizations of future events or
      circumstances are forward-looking statements.




**Recent
      Events**





On
      April
      17, 2007, the Company’s majority shareholder (holding a total of 25,181,552
      of 46,121,302 (55%)
      of
      the Company’s outstanding Common Stock, approved an amendment to the Company’s
      Articles of Incorporation, which increased the authorized number of common
      shares of the Company from 100,000,000 to 250,000,000. The amendment became
      effective on April 19, 2007.





On
      April
      18, 2007, the Company issued 5,000,000 shares of its Common Stock to Vicis
      pursuant to the terms of that certain Stock Purchase Agreement (the “Purchase
      Agreement”). Pursuant to the Purchase Agreement, the Company sold the Common
      Stock to Vicis at $.01 per share, for a total purchase price of $50,000. The
      purchase price for the Common Stock was paid in cash. Pursuant to the Purchase
      Agreement, Vicis agreed to waive all anti-dilution privileges, preemptive
      rights, and price adjustment rights on all convertible securities held by Vicis,
      except for certain common stock purchase warrants held by Vicis. The issuance
      of
      the Common Stock was exempt from the registration requirements of the Securities
      Act of 1933, as amended, pursuant to Section 4(2) of the Act for transactions
      not involving a public offering and Rule 506 promulgated by the United States
      Securities and Exchange Commission under the Securities Act of 1933, as amended.
      The Common Stock was issued to one institutional investor.





On
      April
      26, 2007, Vicis paid the Company an aggregate of $54,861 and exercised all
      of
      its outstanding warrants at $0.01 per share, and the Company issued 5,486,100
      shares of its restricted common stock to Vicis.





On
      April
      27, 2007, the Company received written notice from Mr. Port that the February
      Port Note in the principal amount of $100,000 had matured, was past due, and
      was
      immediately due and payable. He also indicated to the Company that he did not
      wish to convert the February Port Note into shares of the Company’s common
      stock. The Company is unable to pay the February Port Note at this
      time.





On
      April
      27, 2007, Mr. Port notified the Company that he did not intend to further extend
      the April Port Note in the principal amount of $125,000. Pursuant to the notice
      provisions of the April Port Note, the Maturity Date became May 30, 2007. The
      Company in unable to pay the April Port Note at this time.





On
      May 4,
      2007 and May 17, 2007, the Company issued an aggregate of 90,000 and 50,000
      shares respectively to the members of PetCARE TV’s Veterinary Advisory Board.
      Each member received 10,000 shares for their services to be rendered to PetCARE
      TV during the calendar year 2007. Also on May 4, 2007, the Company issued
      100,000 shares of its restricted common stock to Tifanie Joudeh, Esq. for
      services rendered.





22


On
      May
      16, 2007, the Company and all its subsidiaries entered into a Note Purchase
      Agreement pursuant to which it issued a 10% Secured Promissory Note in the
      principal amount of $200,000 (the “Note”) to Vicis pursuant
      to the exemption from registration found in Section 4(2) of the Securities
      Act
      of 1933. The
      principal balance of the note is due in one lump sum payment on August 11,
      2007
      (the “Maturity Date”). Interest on such principal (or any balance thereof
      outstanding from time to time) accrues at an annual rate of interest of ten
      percent (10%) from May 1, 2007, and is payable on the Maturity Date. As security
      for the Company’s obligations under the Note Purchase Agreement and the Note,
      the Company pledged all of the capital stock of the Company’s subsidiaries,
      PetCARE TV, African American Medical Network, and KidCARE TV (collectively
      the
“Subsidiaries”), pursuant to the terms of a Stock Pledge and Escrow Agreement
      dated February 1, 2007. Repayment of the note is guaranteed by the Subsidiaries
      and is also secured by a blanket lien encumbering the assets of the Company
      and
      the Subsidiaries. Vicis and the Company had a verbal agreement that the funds
      would be used to implement the business plan of KidCARE TV.





On
      June
      15, 2007, the Company and all its Subsidiaries entered into a Securities
      Exchange Agreement pursuant to which it issued a 10% Secured Promissory Note
      in
      the principal amount of $200,000 (the “Note”) to Vicis pursuant
      to the exemption from registration found in Section 4(2) of the Securities
      Act
      of 1933. The
      principal balance of the Note is due in one lump sum payment on the Maturity
      Date. Interest on such principal (or any balance thereof outstanding from time
      to time) accrues at an annual rate of interest of ten percent (10%) and is
      payable on the Maturity Date. As security for the Company’s obligations under
      the Note Purchase Agreement and the Note, the Company pledged all of the capital
      stock of the Company’s Subsidiaries, pursuant to the terms of a Stock Pledge and
      Escrow Agreement dated February 1, 2007. Repayment of the note is guaranteed
      by
      the Subsidiaries and is also secured by a blanket lien encumbering the assets
      of
      the Company and the Subsidiaries. Vicis and the Company had a verbal agreement
      that the funds would be used to implement the business plan of KidCARE TV.





On
      June
      29, 2007, the Company and all its subsidiaries entered into a Note Purchase
      Agreement pursuant to which it issued a 10% Secured Promissory Note in the
      principal amount of $200,000 (the “Note”) to Vicis pursuant
      to the exemption from registration found in Section 4(2) of the Securities
      Act
      of 1933. The
      principal balance of the Note is due in one lump sum payment on the Maturity
      Date. Interest on such principal (or any balance thereof outstanding from time
      to time) accrues at an annual rate of interest of ten percent (10%) and is
      payable on the Maturity Date. As security for the Company’s obligations under
      the Note Purchase Agreement and the Note, the Company pledged all of the capital
      stock of the Company’s Subsidiaries, pursuant to the terms of a Stock Pledge and
      Escrow Agreement dated February 1, 2007. Repayment of the note is guaranteed
      by
      the Subsidiaries and is also secured by a blanket lien encumbering the assets
      of
      the Company and the Subsidiaries. Vicis and the Company had a verbal agreement
      that the funds would be used to implement the business plan of KidCARE TV.





On
      August
      2, 2007, the Company and all its subsidiaries entered into a Note Purchase
      Agreement pursuant to which it issued a 10% Secured Promissory Note in the
      principal amount of $325,000 (the “note”) to Vicis pursuant
      to the exemption from registration found in Section 4(2) of the Securities
      Act
      of 1933. The
      principal balance of the Note is due in one lump sum payment on the Maturity
      Date. Interest on such principal (or any balance thereof outstanding from time
      to time) accrues at an annual rate of interest of ten percent (10%) and is
      payable on the Maturity Date. As security for the Company’s obligations under
      the Note Purchase Agreement and the Note, the Company pledged all of the capital
      stock of the Company’s Subsidiaries, pursuant to the terms of a Stock Pledge and
      Escrow Agreement dated February 1, 2007. Repayment of the note is guaranteed
      by
      the Subsidiaries and is also secured by a blanket lien encumbering the assets
      of
      the Company and the Subsidiaries. Vicis and the Company had a verbal agreement
      that the funds would be used to implement the business plan of KidCARE TV.




23





At
      August
      11, 2007, the Company owed Vicis approximately $3,076,057 in the aggregate,
      which amount includes principal and interest owed to Vicis under secured loans
      made by Vicis to the Company (including the notes described above) (the "Vicis
      Loans") and liquidated damages owed by the Company to Vicis under related loan
      documents (collectively with the Vicis Loans, the "Obligations"). The Company’s
      performance of the Obligations are (i) secured by a pledge by the Company of
      all
      of the capital stock of the Company’s Subsidiaries, pursuant to the terms of a
      Stock Pledge and Escrow Agreement dated February 1, 2007; (ii) guaranteed by
      the
      Subsidiaries pursuant to Guaranty Agreements, each dated February 1, 2007;
      and
      (iii) secured by a blanket lien encumbering the assets of the Company and the
      Subsidiaries pursuant to Security Agreements, each dated February 1,
      2007.





Payment
      of principal and interest under the Vicis Loans is past due. As of the date
      hereof, the Company has not made any payment of the Obligations, and the Company
      believes it will not be able to make payment of the Obligations in the future.
      As result, the Company and its Subsidiaries are in default under the Vicis
      Loans
      and related loan documents.





As
      a
      result of the default on the Vicis Loans, Vicis informed us that it intended
      to
      exercise its remedies under the Florida Uniform Commercial Code (the "UCC"),
      pursuant to which it may accept collateral insatisfaction of the Obligations secured by such collateral. More particularly,
      Vicis stated that it intended to accept the following collateral in partial
      satisfaction of Vicis Loans totaling an aggregate of $1,764,668 of the debt
      (with payment applied in full satisfaction of the Series B Convertible Debenture
      dated May 6, 2005 in the principal amount of $250,000 and the 10% Secured
      Convertible Promissory Note dated August 11, 2006 in the principal amount of
      $1,302,000): (i) all rights, title and interest of Medical Media in the 1,000
      shares of common stock of KidCARE TV, (ii) all rights, title and interest of
      Medical Media in the 1,000 shares of common stock of PetCARE TV, (iii) all
      rights, title and interest of Medical Media in the mark “Medical Media
      Television, Inc., and the goodwill associated with such mark, and (iv) all
      books
      and records of PetCARE TV and KidCARE TV held by Medical Media (collectively,
      the "Collateral").





Given
      our
      unsuccessful attempts to obtain additional financing or agree to alternative
      arrangements with Vicis and other lenders, on August 13, 2007, we agreed and
      consented to Vicis's exercise of its remedies under the UCC and the foreclosure
      upon the Collateral. As part of the agreement and consent, the Company and
      its
      Subsidiaries acknowledged that the Company and its Subsidiaries are in default
      in payment of principal, interest, and liquidated damages under the Vicis Loans
      and related loan documents in the aggregate of $3,076,057, and that the debt
      is
      secured by a properly perfected first priority security interest in all of
      the
      assets of the Company and its Subsidiaries. Accordingly, the Company and Vicis
      sent joint instructions to the escrow agent, pursuant to which we instructed
      the
      escrow agent to transfer the stock certificates representing all outstanding
      shares of KidCARE TV and PetCARE TV being held in escrow to Vicis's designee.
      The Company also entered into a trademark assignment with Vicis, whereby the
      Company transferred all rights, title and interest in the mark “Medical Media
      Television, Inc., and the goodwill associated with such mark.





The
      Company remains liable for repayment of the remaining Obligations to Vicis,
      and
      Vicis continues to hold a secured interest in the remaining assets of the
      Company.





**Results
      of Operations**





The
      following discussion and analysis sets forth the major factors that affect
      the
      Company’s results of operations and financial condition reflected in the
      unaudited financial statements for the three and six-month period ended June
      30,
      2007. This discussion and analysis should be read in conjunction with the
      information contained in our Annual Report on Form 10-KSB for the fiscal year
      ended December 31, 2006, including the audited financial statements and
      footnotes included therein.




24





***Results
      of Operations - Inception (October 2, 1989) to June 30,
      2007***





From
      inception to June 30, 2007, we had losses totaling $11,581,195. For this period,
      our general and administrative costs totaled $5,014,615 or 61% of total
      operating expenses and our sales and marketing costs totaled $2,961,506 or
      36%
      of total operating expenses. The remainder of operating expense is represented
      by depreciation and amortization that totaled $282,869 or 3% of total operating
      expenses.





***Results
      of Operations - Comparison of Six Months Ending June 30, 2007 and
      2006***





For
      the
      six-month period ending June 30, 2007, we had losses totaling $1,075,380
      compared to losses of $1,478,160 for the same period in 2006. This is a
      favorable change of $402,780. During the six-month period ending June 30, 2007,
      our general and administration costs totaled $574,800 compared to $610,376
      for
      the same period in 2006. This reduction of $35,576 is primarily a result of
      reduction in costs related to raising money in 2006. Our sales and marketing
      costs totaled $137,121 for the six months ending June 30, 2007 compared to
      $618,734 for the same period in 2006. This is a reduction of $481,613 resulting
      primarily from a reduction in employee related costs and consulting expense.
      Depreciation and amortization costs totaled $43,241 for the six months ended
      June 30, 2007 which includes amortization of certain intangible assets acquired
      in the acquisition of African American Medical Network.





***Results
      of Operations - Comparison of Three Months Ending June 30, 2007 and
      2006***





For
      the
      three-month period ending June 30, 2007, we had losses totaling $658,610
      compared to losses of $604,984 for the same period in 2006. This is an increase
      of $53,626. During the three-month period ending June 30, 2007, our general
      and
      administration costs totaled $391,752 compared to $230,001 for the same period
      in 2006, which is an increase of $161,751 primarily the result of increases
      in
      personnel costs and audit and consulting expense. Our sales and marketing costs
      totaled $82,236 for the three months ending June 30, 2007 compared to $256,165
      for the same period in 2006. This is a reduction of $173,929 primarily from
      a
      reduction in employee related costs and consulting expense. Depreciation and
      amortization costs totaled $20,164 for the three months ended June 30, 2007
      which includes amortization of certain intangible assets acquired in the
      acquisition of African American Medical Network.





**Liquidity
      and Capital Resources**




We
      have
      approximately $3,100 of cash on hand as of August 13, 2007.  We do not
      believe that our cash on hand and anticipated revenues will be sufficient to
      fund our operations through December 2007. The
      Company is exploring joint venture opportunities regarding the expansion of
      the
      African American Medical Network and is negotiating settlements with trade
      creditors and certain debt holders. Within the next sixty days, if we do not
      identify a joint venture partner, settle outstanding and delinquent trade
      payables and notes, and obtain working capital of $50,000, we may not be able
      to
      continue our operations. We
      do not
      anticipate significant revenues from advertising sales or subscription sales.
      At
      August 13, 2007, we have an aggregate of approximately $1,815,000 of debt
      obligations currently in default and an additional $124,000 (including accrued
      interest) which mature over the next six months. In the event we are
      unsuccessful in our efforts to secure additional capital, it would have a
      material adverse effect on the Company’s results of operations and financial
      condition.





The
      foregoing matters raise substantial doubt about the ability of our Company
      to
      continue as a going concern. Given
      the
      Company’s uncertain future financial condition, the Company entered into
      agreements with Vicis, its senior secured lender, to transfer certain of its
      assets in partial satisfaction of debt, which is described above. Additionally,
      the Company is engaged in negotiations with its unsecured convertible debt
      holders regarding settlement of these debts through the conversion of these
      debt
      instruments into shares of the Company’s common stock or a
      discounted payout.




25





From
      inception through June 30, 2007, we incurred interest expense of $1,703,954.
      This amount includes accrued interest totaling $427,433. It also includes (i)
      a
      $250,000 non-cash payment of interest related to the Vicis February Note (in
      May
      2004, we issued 11,905 shares of our Common Stock at $21.00 per share and 23,810
      Common Stock Purchase Warrants in lieu of $250,000 in interest due), (ii) a
      $307,044 payment of interest related to the Edge Notes (which was paid through
      the issuance of 307,044 shares of Series A Zero Coupon Preferred Stock), (iii)
      a
      $312,329 payment of interest related to the Vicis Debentures and Maltzer Note
      (which was paid through the issuance of 312,239 shares of Series B Zero Coupon
      Preferred Stock), and (iv) $32,238 in payment of interest related to certain
      notes which were paid through the issuance of 32,238 shares of Series C Zero
      Coupon Preferred Stock), and (v) an additional $374,910 in interest paid.




**Off-Balance
      Sheet Arrangements**





We
      do not
      have any off-balance sheet arrangements.





**Item
              3.**
            **Controls
                and P****rocedures.**





As
      of the
      end of the period covered by this report, an evaluation ****was
      performedunder
      the supervision and with the participation of our
      management, including our then chief executive officer and our interim chief
      financial officer,of the
      effectiveness of the design and operation of ourdisclosure controls and procedures ****as****defined****in Rule
      13a-15(e)under
      the Securities
      and****Exchange
      Act of
      1934.
      Based on that evaluation, our management, including****the**** thenchief
      executive officer and the interim chief financial officer,****concluded
      that as
      of the
      date of the evaluation ourdisclosure controls and procedures wereeffective to
      provide****reasonable
      assurance that
      information required to be disclosed in the Company’s periodic filings under the
      Securities Exchange Act****of 1934
      is
      accumulated and communicated to our management, including those officers, to
      allow timely decisions regarding required disclosure. There have been no
      significant changes in our internal control over financial reporting that have
      materially affected, or are reasonably likely to materially affect, our internal
      control over financial reporting during****the
      period covered ****by
      this
      report**.**





**PART
      II - OTHER INFORMATION**





**Item
              1.**
            **Legal
                Proceedings.**





None.





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





***Unregistered
      Sales of Equity Securities***





On
      April
      18, 2007, the Company issued 5,000,000 shares of its common stock, par value
      $.0005 per share (the “Common Stock), to Vicis pursuant to the terms of that
      certain Stock Purchase Agreement (the “Purchase Agreement”) of even date
      therewith. Pursuant to the Purchase Agreement, the Company sold the Common
      Stock
      to Vicis at $.01 per share, for a total purchase price of $50,000. The purchase
      price for the Common Stock was paid in cash. Pursuant to the Purchase Agreement,
      Vicis agreed to waive all anti-dilution privileges, preemptive rights, and
      price
      adjustment rights on all convertible securities held by Vicis, except for
      certain common stock purchase warrants held by Vicis. The issuance of the Common
      Stock was exempt from the registration requirements of the Securities Act of
      1933, as amended, pursuant to Section 4(2) of the Act for transactions not
      involving a public offering and Rule 506 promulgated by the United States
      Securities and Exchange Commission under the Securities Act of 1933, as amended.
      The Common Stock was issued to one institutional investor.




26




On
      April
      26, 2007, Vicis Capital Master Fund paid the Company an aggregate of $54,861
      and
      exercised all of its outstanding warrants at $0.01 per share. The Company issued
      5,486,100 shares of its restricted common stock.





On
      May 4,
      2007, the Company issued an aggregate of 90,000 shares to the members of PetCARE
      TV’s Veterinary Advisory Board. Each member received 10,000 shares for their
      services to be rendered to PetCARE TV during the calendar year 2007. Also on
      May
      4, 2007, the Company issued 100,000 shares of its restricted common stock to
      Tifanie Joudeh, Esq. for services rendered.





On
      May
      16, 2007, the Company and all its subsidiaries entered into a Note Purchase
      Agreement pursuant to which it issued a 10% Secured Promissory Note in the
      principal amount of $200,000 (the “Note”) to Vicis pursuant
      to the exemption from registration found in Section 4(2) of the Securities
      Act
      of 1933. The
      principal balance of the note is due in one lump sum payment on August 11,
      2007
      (the “Maturity Date”). Interest on such principal (or any balance thereof
      outstanding from time to time) accrues at an annual rate of interest of ten
      percent (10%) from May 1, 2007, and is payable on the Maturity Date. As security
      for the Company’s obligations under the Note Purchase Agreement and the Note,
      the Company pledged all of the capital stock of the Company’s subsidiaries,
      PetCARE TV, African American Medical Network, and KidCARE TV (collectively
      the
“Subsidiaries”), pursuant to the terms of a Stock Pledge and Escrow Agreement
      dated February 1, 2007. Repayment of the note is guaranteed by the Subsidiaries
      and is also secured by a blanket lien encumbering the assets of the Company
      and
      the Subsidiaries. Vicis and the Company had a verbal agreement that the funds
      would be used to implement the business plan of KidCARE TV.





On
      June
      15, 2007, the Company and all its Subsidiaries entered into a Securities
      Exchange Agreement pursuant to which it issued a 10% Secured Promissory Note
      in
      the principal amount of $200,000 (the “Note”) to Vicis pursuant
      to the exemption from registration found in Section 4(2) of the Securities
      Act
      of 1933. The
      principal balance of the Note is due in one lump sum payment on the Maturity
      Date. Interest on such principal (or any balance thereof outstanding from time
      to time) accrues at an annual rate of interest of ten percent (10%) and is
      payable on the Maturity Date. As security for the Company’s obligations under
      the Note Purchase Agreement and the Note, the Company pledged all of the capital
      stock of the Company’s Subsidiaries, pursuant to the terms of a Stock Pledge and
      Escrow Agreement dated February 1, 2007. Repayment of the note is guaranteed
      by
      the Subsidiaries and is also secured by a blanket lien encumbering the assets
      of
      the Company and the Subsidiaries. Vicis and the Company had a verbal agreement
      that the funds would be used to implement the business plan of KidCARE TV.





On
      June
      29, 2007, the Company and all its subsidiaries entered into a Note Purchase
      Agreement pursuant to which it issued a 10% Secured Promissory Note in the
      principal amount of $200,000 (the “Note”) to Vicis pursuant
      to the exemption from registration found in Section 4(2) of the Securities
      Act
      of 1933. The
      principal balance of the Note is due in one lump sum payment on the Maturity
      Date. Interest on such principal (or any balance thereof outstanding from time
      to time) accrues at an annual rate of interest of ten percent (10%) and is
      payable on the Maturity Date. As security for the Company’s obligations under
      the Note Purchase Agreement and the Note, the Company pledged all of the capital
      stock of the Company’s Subsidiaries, pursuant to the terms of a Stock Pledge and
      Escrow Agreement dated February 1, 2007. Repayment of the note is guaranteed
      by
      the Subsidiaries and is also secured by a blanket lien encumbering the assets
      of
      the Company and the Subsidiaries. Vicis and the Company had a verbal agreement
      that the funds would be used to implement the business plan of KidCARE TV.




27





On
      August
      2, 2007, the Company and all its subsidiaries entered into a Note Purchase
      Agreement pursuant to which it issued a 10% Secured Promissory Note in the
      principal amount of $325,000 (the “note”) to Vicis pursuant
      to the exemption from registration found in Section 4(2) of the Securities
      Act
      of 1933. The
      principal balance of the Note is due in one lump sum payment on the Maturity
      Date. Interest on such principal (or any balance thereof outstanding from time
      to time) accrues at an annual rate of interest of ten percent (10%) and is
      payable on the Maturity Date. As security for the Company’s obligations under
      the Note Purchase Agreement and the Note, the Company pledged all of the capital
      stock of the Company’s Subsidiaries, pursuant to the terms of a Stock Pledge and
      Escrow Agreement dated February 1, 2007. Repayment of the note is guaranteed
      by
      the Subsidiaries and is also secured by a blanket lien encumbering the assets
      of
      the Company and the Subsidiaries. Vicis and the Company had a verbal agreement
      that the funds would be used to implement the business plan of KidCARE TV.





***Issuer
      Purchases of Equity Securities***





The
      Company did not repurchase any equity securities during the fiscal quarter
      ended
      June 30, 2007.





**Item
              3.**
            **Defaults
                upon Senior Securities.**





On
      November 16, 2005, the Company issued a Promissory Note for $200,000 to Carmen
      Bernstein (the “Bernstein Promissory Note”). The Bernstein Promissory Note
      accrues interest at an annual rate of ten percent (10%). The entire principal
      balance plus any accrued but unpaid interest was due on December 14, 2005.
      As of
      the date of this filing, the amounts due thereunder have not been repaid,
      although it has been extended indefinitely by mutual verbal agreement. As of
      August 13, 2007, the balance due is $145,000. The Company is unable to pay
      this
      Note at this time.





On
      November 16, 2005, the Company issued a Promissory Note for $100,000 to Laurence
      Wallace (the “Wallace Promissory Note”) at an annual interest rate of eight
      percent (8%). On October 12, 2006, the Company and Mr. Wallace entered into
      a
      letter of extension whereby the maturity date on the Wallace Promissory Note
      was
      extended to April 15, 2007 (the “Extension”). Terms of the Extension include a
      payment of $5,000 on each of October 1, October 15, November 15, and December
      15, 2006, and January 15, February 15, and March 15, 2007, and a final payment
      on April 15, 2007 of $65,000 plus any accrued and unpaid interest. Terms of
      the
      Extension canceled all conversion rights previously granted under the Wallace
      Promissory Note and issued Wallace three-year Common Stock Purchase Warrants
      to
      purchase 100,000 shares of the Company’s Common Stock with a fixed exercise
      price of $0.17 per share. As of August 13, 2007, the balance due is $118,586
      and
      the payments required to be made pursuant to the Extension have not been made.
      The Company is unable to pay this Note at this time.





On
      February 15, 2006, the Company issued a Convertible Promissory Note to Steven
      J.
      Port for $100,000 (the “February Port Note”). The February Port Note accrues
      interest at an annual rate of twenty percent (20%). The entire principal balance
      plus any accrued but unpaid interest was due on February 14, 2007. With
      the
      consent of both the Company and Port, the February Port Note could be extended
      for an additional 12 months with the terms of the interest payments remaining
      the same. The Port Note is not convertible until the Maturity Date. On the
      Maturity Date, Port has the option to convert the February Port Note into shares
      of the Company’s Common Stock at a price equal to forty cents ($0.40), or an
      amount equal to a twenty percent (20%) discount to the then-current market
      price
      based on the average closing price for the twenty (20) days immediately
      preceding the conversion, with the exception that the Conversion Price shall
      not
      be lower than $0.166. On April 27, 2007, Mr. Port notified the Company that
      the
      February Port Note had matured and had not been paid, resulting in the Company
      being in default under the terms of the February Port Note. Mr. Port indicated
      that he did not wish to extend the February Port Note, did not wish to convert
      the February Port Note into shares, and demanded immediate payment. As of August
      13, 2007, the balance due is $107,397. The Company is unable to pay the February
      Port Note at this time.




28





On
      March
      31, 2006, the Company issued a Convertible Promissory Note to Elaine G. Edinburg
      for $10,000 (the “Edinburg Note”). The Edinburg Note accrues interest at an
      annual rate of twenty percent (20%). The entire principal balance plus any
      accrued but unpaid interest was due on March 30, 2007. On the Maturity Date,
      Edinburg has the option to convert the Edinburg Note into shares of the
      Company’s Common Stock at a conversion price equal to forty cents ($0.40) or an
      amount equal to a twenty percent (20%) discount to the then-current market
      price
      based on the average closing price for the twenty (20) days immediately
      preceding the conversion, with the exception that the Conversion Price shall
      not
      be lower than $0.166. With the consent of both the Company and Edinburg, the
      Edinburg Note may be extended for an additional twelve (12) months with the
      terms of the interest payments remaining the same. The Company has been notified
      that Ms. Edinburg does not wish to extend the Edinburg Note. As of August 13,
      2007, the balance due is $10,739. The Company is unable to pay the Edinburg
      Note
      at this time.





On
      April
      1, 2006, the Company issued a Convertible Promissory Note to Steven J. Port
      for
      $125,000 (the “April Port Note”). The April Port Note accrues interest at the
      rate of twenty percent (20%) per annum with interest payable on the maturity
      date of the Note. The original maturity date of the April Port Note was April
      30, 2006 and included provisions that the April Port Note would automatically
      extend to the end of each succeeding month until such time as Port provided
      a
      15-day written notice to the Company that the April Port Note may no longer
      be
      automatically extended. The terms of interest will remain the same throughout
      the automatic extension periods. On the Maturity Date, Port had the option
      to
      convert the April Port Note into shares of the Company’s Common Stock at a price
      equal to an amount equal to forty cents ($0.40), or an amount equal to a twenty
      percent (20%) discount to the then-current market price based on the average
      closing price for the twenty (20) days immediately preceding the conversion,
      with the exception that the Conversion Price shall not be lower than $0.166.
      On
      April 27, 2007, Mr. Port notified the Company that he did not intend to further
      extend the April Port Note. Pursuant to the notice provisions of the April
      Port
      Note, the Maturity Date is May 30, 2007. As of August 13, 2007, the balance
      due
      is $158,583. The Company is unable to pay the April Port Note at this time.





On
      February 1, 2007, the Company issued a 10% Secured Convertible Promissory Note
      in the principal amount of $250,000 to Vicis. The note accrues interest at
      the
      rate of ten percent (10%) and is payable on the Maturity Date. The entire
      principal balance plus any accrued but unpaid interest was due on August 11,
      2007. At
      any
      time while the note remains outstanding, Vicis may convert the outstanding
      principal balance and any accrued but unpaid interest on the Note into shares
      of
      the Company’s Common Stock at a conversion price of $.166 per share (the
“Conversion Shares”). As
      security for the Company’s obligations under the note purchase agreement and the
      note, the Company pledged all of the capital stock of the Company’s
      subsidiaries, pursuant to the terms of a Stock Pledge and Escrow Agreement,
      dated February 1, 2007. Repayment of the note is guaranteed by the Subsidiaries
      and is also secured by a blanket lien encumbering the assets of the Company
      and
      the Subsidiaries. As of August 13, 2007, the balance due is $263,150. The
      Company is unable to pay the Note at this time.





On
      May
      16, 2007, the Company and all its subsidiaries issued a 10% Secured Promissory
      Note in the principal amount of $200,000 to Vicis. The note accrues interest
      at
      the rate of ten percent (10%) and is payable on the Maturity Date. The entire
      principal balance plus any accrued but unpaid interest was due on August 11,
      2007. As security for the Company’s obligations under the note purchase
      agreement and the note, the Company pledged all of the capital stock of the
      Company’s Subsidiaries, pursuant to the terms of a Stock Pledge and Escrow
      Agreement dated February 1, 2007. Repayment of the note is guaranteed by the
      Subsidiaries and is also secured by a blanket lien encumbering the assets of
      the
      Company and the Subsidiaries. As of August 13, 2007, the balance due is
      $205,753. The Company is unable to pay the Note at this time.




29





On
      June
      15, 2007, the Company and all its subsidiaries issued a 10% Secured Promissory
      Note in the principal amount of $200,000 to Vicis. The note accrues interest
      at
      the rate of ten percent (10%) and is payable on the Maturity Date. The entire
      principal balance plus any accrued but unpaid interest was due on August 11,
      2007. As security for the Company’s obligations under the note purchase
      agreement and the note, the Company pledged all of the capital stock of the
      Company’s Subsidiaries,, pursuant to the terms of a Stock Pledge and Escrow
      Agreement dated February 1, 2007. Repayment of the note is guaranteed by the
      Subsidiaries and is also secured by a blanket lien encumbering the assets of
      the
      Company and the Subsidiaries. As of August 13, 2007, the balance due is
      $204,054. The Company is unable to pay the Note at this time.





On
      June
      29, 2007, the Company and all its subsidiaries issued a 10% Secured Promissory
      Note in the principal amount of $200,000 to Vicis. The note accrues interest
      at
      the rate of ten percent (10%) and is payable on the Maturity Date. The entire
      principal balance plus any accrued but unpaid interest was due on August 11,
      2007. As security for the Company’s obligations under the note purchase
      agreement and the note, the Company pledged all of the capital stock of the
      Company’s Subsidiaries,, pursuant to the terms of a Stock Pledge and Escrow
      Agreement dated February 1, 2007. Repayment of the note is guaranteed by the
      Subsidiaries and is also secured by a blanket lien encumbering the assets of
      the
      Company and the Subsidiaries. As of August 13, 2007, the balance due is
      $202,465. The Company is unable to pay the Note at this time.





On
      August
      2, 2007, the Company and all its subsidiaries issued a 10% Secured Promissory
      Note in the principal amount of $325,000 to Vicis. The note accrues interest
      at
      the rate of ten percent (10%) and is payable on the Maturity Date. The entire
      principal balance plus any accrued but unpaid interest was due on August 11,
      2007. As security for the Company’s obligations under the note purchase
      agreement and the note, the Company pledged all of the capital stock of the
      Company’s Subsidiaries,, pursuant to the terms of a Stock Pledge and Escrow
      Agreement dated February 1, 2007. Repayment of the note is guaranteed by the
      Subsidiaries and is also secured by a blanket lien encumbering the assets of
      the
      Company and the Subsidiaries. As of August 13, 2007, the balance due is
      $325,979. The Company is unable to pay the Note at this time.





At
      August
      11, 2007, the Company owed Vicis approximately $3,076,057 in the aggregate,
      which amount includes principal and interest owed to Vicis under secured loans
      made by Vicis to the Company (including the notes described above) (the "Vicis
      Loans") and liquidated damages owed by the Company to Vicis under related loan
      documents (collectively with the Vicis Loans, the "Obligations"). The Company’s
      performance of the Obligations are (i) secured by a pledge by the Company of
      all
      of the capital stock of the Company’s Subsidiaries, pursuant to the terms of a
      Stock Pledge and Escrow Agreement dated February 1, 2007; (ii) guaranteed by
      the
      Subsidiaries pursuant to Guaranty Agreements, each dated February 1, 2007;
      and
      (iii) secured by a blanket lien encumbering the assets of the Company and the
      Subsidiaries pursuant to Security Agreements, each dated February 1,
      2007.





Payment
      of principal and interest under the Vicis Loans is past due. As of the date
      hereof, the Company has not made any payment of the Obligations, and the Company
      believes it will not be able to make payment of the Obligations in the future.
      As result, the Company and its Subsidiaries are in default under the Vicis
      Loans
      and related loan documents.





As
      a
      result of the default on the Vicis Loans, Vicis informed us that it intended
      to
      exercise its remedies under the Florida Uniform Commercial Code (the "UCC"),
      pursuant to which it may accept collateral in satisfaction of the Obligations
      secured by such collateral. More particularly, Vicis stated that it intended
      to
      accept the following collateral in partial satisfaction of Vicis Loans totaling
      an aggregate of $1,764,668 of the debt (with payment applied in full
      satisfaction of the Series B Convertible Debenture dated May 6, 2005 in the
      principal amount of $250,000 and the 10% Secured Convertible Promissory Note
      dated August 11, 2006 in the principal amount of $1,302,000): (i) all rights,
      title and interest of Medical Media in the 1,000 shares of common stock of
      KidCARE TV, (ii) all rights, title and interest of Medical Media in the 1,000
      shares of common stock of PetCARE TV, (iii) all rights, title and interest
      of
      Medical Media in the mark “Medical Media Television, Inc., and the goodwill
      associated with such mark, and (iv) all books and records of PetCARE TV and
      KidCARE TV held by Medical Media (collectively, the "Collateral").




30





Given
      our
      unsuccessful attempts to obtain additional financing or agree to alternative
      arrangements with Vicis and other lenders, on August 13, 2007, we agreed and
      consented to Vicis's exercise of its remedies under the UCC and the foreclosure
      upon the Collateral. As part of the agreement and consent, the Company and
      its
      Subsidiaries acknowledged that the Company and its Subsidiaries are in default
      in payment of principal, interest, and liquidated damages under the Vicis Loans
      and related loan documents in the aggregate of $3,076,057, and that the debt
      is
      secured by a properly perfected first priority security interest in all of
      the
      assets of the Company and its Subsidiaries. Accordingly, the Company and Vicis
      sent joint instructions to the escrow agent, pursuant to which we instructed
      the
      escrow agent to transfer the stock certificates representing all outstanding
      shares of KidCARE TV and PetCARE TV being held in escrow to Vicis's designee.
      The Company also entered into a trademark assignment with Vicis, whereby the
      Company transferred all rights, title and interest in the mark “Medical Media
      Television, Inc., and the goodwill associated with such mark.





The
      Company remains liable for repayment of the remaining Obligations to Vicis,
      and
      Vicis continues to hold a secured interest in the remaining assets of the
      Company.





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





On
      April
      17, 2007, the Company’s majority shareholder (holding a total of 25,181,552
      of 46,121,302 (55%)
      of
      the Company’s outstanding Common Stock, approved an amendment to the Company’s
      Articles of Incorporation, which increased the authorized number of common
      shares of the Company from 100,000,000 to 250,000,000. The amendment became
      effective on April 19, 2007.





**Item
              5.**
            **Other
                Information.**





**Appointment
      of Going Forward Committee**





On
      August
      13, 2007, the Company’s Board of Directors approved a Going Forward Committee
      (the “Committee”) comprised of J. Holt Smith and Michael Marcovsky. The
      Committee was charged to negotiate payables, construct a plan with creditors,
      and explore opportunities for a possible merger. The Company’s Board of
      Directors authorized the Committee to negotiate in good faith on behalf of
      the
      Company and to report its finding to the Board for ratification. The Company
      approved an aggregate payment to the Committee of $200,000, to the extent that
      those funds were available after the payment of creditors.





**Change
      in Board of Directors**





T he
      Company’s Board of Directors accepted the resignations of Philip M. Cohen
      (Chairman), Jeffrey I. Werber, and Charles V. Richardson effective as of August
      13, 2007. As stated therein, the resignations were not the result of a
      disagreement with the Company on any matter relating to the Company’s
      operations, policies, or practices. The
      Board
      of Directors elected J. Holt Smith to serve as Chairman of the Board but has
      not
      yet appointed new directors to fill the vacancies created by these
      resignations.




31





**Change
      in Officers**





The
      Company’s Board of Directors accepted the resignation of Philip M. Cohen as the
      President and Chief Executive Officer of the Company. As stated therein, the
      resignation was not the result of a disagreement with the Company on any matter
      relating to the Company’s operations, policies, or practices. The Company’s
      Board of Directors appointed J. Holt Smith to serve as Interim Chief Executive
      Officer.





(Remainder
      of page left intentionally blank.)




32


**Item
      6.**   **Exhibits.**


**Exh.
                  No.**
              
              **Date
                  of Document**
              
              **Description
                  of Document**3.0
              
              January
                  2, 1997
              
              Amended
                  and Restated Articles of Incorporation of Transition Lifestyle
                  Consultants, Inc. (1)3.1
              
              June
                  12, 2002
              
              Articles
                  of Amendment to the Articles of Incorporation (name change to PetCARE
                  Television Network, Inc.) (1)3.2
              
              August
                  2, 2002
              
              Articles
                  of Amendment to the Articles of Incorporation (Series A Convertible
                  Preferred Stock). (1)3.3
              
              November
                  12, 2003
              
              Articles
                  of Amendment to the Articles of Incorporation (Series B Convertible
                  Preferred Stock). (2)3.4
              
              March
                  30, 2004
              
              Articles
                  of Amendment to the Articles of Incorporation (amend Series A Convertible
                  Preferred Stock). (2)3.5
              
              June
                  10, 2004
              
              Articles
                  of Amendment to the Articles of Incorporation (amend Series B Convertible
                  Preferred Stock). (3)3.6
              
              March
                  25, 2005
              
              Articles
                  of Amendment to the Articles of Incorporation (increase in authorized
                  stock). (4)3.7
              
              April
                  21, 2005
              
              Articles
                  of Amendment to the Articles of Incorporation (name change to Medical
                  Media Television, Inc.). (4)3.8
              
              July
                  14, 2005
              
              Articles
                  of Amendment to the Articles of Incorporation (Series A Zero Coupon
                  Preferred; Series B Zero Coupon Preferred). (5)3.9
              
              November
                  16, 2005
              
              Articles
                  of Merger. (6)3.10
              
              December
                  22, 2005
              
              Articles
                  of Amendment to the Articles of Incorporation (Series C Zero Coupon
                  Preferred Stock). (7)3.11
              
              April
                  29, 2007
              
              Articles
                  of Amendment to the Articles of Incorporation (increase in authorized
                  common shares) (8)3.11
              
              N/A
              
              Bylaws
                  of PetCARE Television Network, Inc. (1)10.0
              
              June
                  15, 2007
              
              Securities
                  Exchange Agreement between Medical Media Television, Inc., PetCARE
                  Television Network, Inc., African American Medical Network, Inc.,
                  KidCARE
                  Medical Television Network, Inc. and Vicis Capital Master Fund.
                  (9)10.1
              
              June
                  15, 2007
              
              10%
                  Secured Promissory Note to Vicis Capital Master Fund for $200,000.
                  (9)10.2
              
              June
                  29, 2007
              
              Note
                  Purchase Agreement between Medical Media Television, Inc., PetCARE
                  Television Network, Inc., African American Medical Network, Inc.,
                  KidCARE
                  Medical Television Network, Inc. and Vicis Capital Master Fund.
                  (9)10.3
              
              June
                  29, 2007
              
              10%
                  Secured Promissory Note to Vicis Capital Master Fund for $200,000.
                  (9)10.4
              
              August
                  2, 2007
              
              Note
                  Purchase Agreement between Medical Media Television, Inc., PetCARE
                  Television Network, Inc., African American Medical Network, Inc.,
                  KidCARE
                  Medical Television Network, Inc. and Vicis Capital Master Fund.
                  (9)10.5
              
              August
                  2, 2007
              
              10%
                  Secured Promissory Note to Vicis Capital Master Fund for $325,000.
                  (9)10.6
              
              August
                  13, 2007
              
              Agreement,
                  Acknowledgment and Consent between Medical Media Television, Inc.,
                  PetCARE
                  Television Network, Inc., African American Medical Network, Inc.,
                  KidCARE
                  Medical Television Network, Inc. and Vicis Capital Master Fund
                  for the
                  transfer of collateral in satisfaction of notes.(9)10.7
              
              August
                  13, 2007
              
              Trademark
                  Assignment and Agreement between Medical Media Television, Inc.
                  and Vicis
                  Capital Master Fund.(9)10.8
              
              August
                  13, 2007
              
              Resignation
                  of Jeffrey I. Werber.(9)10.9
              
              August
                  13, 2007
              
              Resignation
                  of Charles V. Richardson.(9)10.10
              
              August
                  13, 2007
              
              Resignation
                  of Philip M, Cohen.(9)31.1
              
              August
                  27, 2007
              
              Certification
                  of Chief Executive Officer of Periodic Report pursuant to Rule
                  13a-14a and
                  Rule 14d-14(a). (*)31.2
              
              August
                  27, 2007
              
              Certification
                  of Principal Financial Officer of Periodic Report pursuant to Rule
                  13a-14a
                  and Rule 15d-14(a). (*)32.1
              
              August
                  27, 2007
              
              Certification
                  of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.
                  (*)32.2
              
              August
                  27, 2007
              
              Certification
                  of Principal Financial Officer pursuant to 18 U.S.C. Section 1350.
                  (*)







(1)  Previously
      filed with Registration Statement on Form SB-2 filed on November 5,
      2003.




(2)  Previously
      filed with Form 10-KSB for year ended December 31, 2003 filed on March 26,
      2004.




(3)  Previously
      filed with Form 10-QSB for period ended June 30, 2004 filed on August 18,
      2004.




(4)  Previously
      filed with Form 10-QSB for period ended March 31, 2005 filed on May 16,
      2005.




(5)  Previously
      filed with Form 10-QSB for period ended June 30, 2005 filed on September 9,
      2005.




(6)  Previously
      filed with Form 10-QSB for period ended September 30, 2005 filed on November
      21,
      2005.




(7)  Previously
      filed with Form SB-2 filed on February 10, 2006.




(8)  Previously
      filed with Form 10-QSB for period ended March 31, 2007 filed on My 15,
      2007.




(9)
      Previously filed with Form 10-QSB for period
      ended June 30, 2007 filed on August 14, 2007.




(*)  Filed
      herewith.





**(Remainder
      of page left intentionally blank.)**




33


**SIGNATURES**





In
      accordance with the requirements of the Exchange Act, the Registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly authorized.




Dated:
              August 27, 2007
            MEDICAL MEDIA TELEVISION, INC.By:
            /s/ J. Holt SmithJ.
              Holt Smith, Interim Chief Executive
              Officer


By:
            /s/ Michael MarcovskyMichael
              Marcovsky, Interim Chief Financial
              Officer





34