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

                                   FORM 10-QSB


(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, 2005

|_|   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                                      59-3459320
            -------                                      ----------
(State or Other Jurisdiction of                       (I.R.S. Employer
Incorporation or Organization)                       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 [ ] No [X]

As of August 9, 2005,  1,309,478  shares of the Issuer's common stock, par value
$.0005, were outstanding.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]

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


<PAGE>

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

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


Accountants' Review Report                                                    3


Balance Sheets as of June 30, 2005 and December 31, 2004                      4


Statements  of  Operations  for the three and six months ended June 30,
2005 and 2004, and from inception (October 2, 1989) through June 30, 2005     5


Statements of Changes in Stockholders' Equity from inception
(October 2, 1989) through June 30, 2005                                       6


Statements of Cash Flows for the six months ended June 30, 2005 and
2004, and from inception (October 2, 1989) through June 30, 2005              7


Notes to the Financial Statements                                          8-20


<PAGE>

                         BAUMANN, RAYMONDO & COMPANY PA
                         405 North Reo Street, Suite 405
                              Tampa, Florida 33609
                                  (813)288-8826


             Report of Independent Registered Public Accounting Firm
             -------------------------------------------------------



Board of Directors
Medical Media Television, Inc.
f/k/a PetCARE Television Network, Inc.
Tampa, Florida

We have reviewed the  accompanying  consolidated  balance sheet of Medical Media
Television, Inc. as of June 30, 2005, and the related consolidated statements of
operations,  stockholders'  equity and cash  flows for the three- and  six-month
periods  then  ended.   These   consolidated   financial   statements   are  the
responsibility of the Company's management.

We conducted our reviews in accordance  with the standards of the Public Company
Accounting  Oversight  Board  (United  States).  A review of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with the  standards  of the  Public  Company  Accounting  Oversight  Board,  the
objective  of which is the  expression  of an opinion  regarding  the  financial
statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should
be made to such consolidated  financial  statements for them to be in conformity
with U.S. generally accepted accounting principles.

As discussed in Note A, the Company has been in the development  stage since its
inception on October 2, 1989.  Realization  of a major  portion of its assets is
dependent on the Company's  ability to meet its future  financing  requirements,
and the success of its future operations.  These factors raise substantial doubt
about the Company's ability to continue as a going concern.




/s/ Baumann Raymondo & Company PA
BAUMANN RAYMONDO & COMPANY PA
July 28, 2005


                                       3
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                     f/k/a PetCARE Television Network, Inc.
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                            June 30,     December 31,
                                                                              2005           2004
                                     ASSETS                                Unaudited       Audited
                                                                          -----------    ------------
<S>                                                                       <C>            <C>
Current assets:
    Cash                                                                  $    16,486    $     18,793
    Accounts receivable, net of reserves                                           --           9,470
    Prepaid expenses                                                           54,452          77,374
    Other receivables                                                         175,530             871
                                                                          -----------    ------------
         Total current assets                                                 246,468         106,508
                                                                          -----------    ------------

Fixed assets:
    Computer equipment                                                         15,491          10,265
    Leasehold improvements                                                      6,196           6,196
    Accumulated depreciation                                                   (7,710)         (4,924)
                                                                          -----------    ------------
                                                                               13,977          11,537
                                                                          -----------    ------------

Other assets:
    Security deposits                                                           7,596           7,596
                                                                          -----------    ------------
         Total assets                                                     $   268,041    $    125,641
                                                                          ===========    ============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
    Accounts payable                                                      $   259,873    $     57,851
    Accrued expenses and other current liabilities                            770,915         376,992
    Deferred revenue                                                           19,247          12,068
    Notes payable to stockholders                                           2,677,500       2,177,500
    Notes payable                                                           1,375,000       1,375,000
                                                                          -----------    ------------
         Total current liabilities                                          5,102,535       3,999,411
                                                                          -----------    ------------

Long-term liabilities
    Deferred revenue                                                           20,225          20,004
                                                                          -----------    ------------
         Total long-term liabilities                                           20,225          20,004
                                                                          -----------    ------------
         Total liabilities                                                  5,122,760       4,019,415
                                                                          -----------    ------------

    Stockholders' deficit:
       Preferred stock - no par value; 25,000,000 shares authorized;               --              --
       Common stock - par value $.0005; 100,000,000 shares authorized;
        1,309,478 and 13,091,685 shares issued and outstanding at
        June 30, 2005 and December 31, 2004 respectively                          655           6,546
       Additional paid-in capital                                             677,559         671,668
       Accumulated deficit during development stage                        (5,532,933)     (4,571,988)
                                                                          -----------    ------------
          Total stockholders' deficit                                      (4,854,719)     (3,893,774)
                                                                          -----------    ------------
          Total liabilities and stockholders' deficit                     $   268,041    $    125,641
                                                                          ===========    ============
</TABLE>


                       See Notes to Financial Statements.
                                       4
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                     f/k/a PetCARE Television Network, Inc.
                          (A DEVELOPMENT STAGE COMPANY)
                 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
            FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                FROM INCEPTION (October 2, 1989) to JUNE 30, 2005

<TABLE>
<CAPTION>
                                                     June 30, 2005                     June 30, 2004
                                             ------------------------------    ----------------------------        From
                                             For the Three     For the Six     For the Three    For the Six    Inception to
                                              Months Then      Months Then      Months Then     Months Then      June 30,
                                                 Ended            Ended            Ended           Ended           2005
                                             -------------    -------------    -------------    -----------    ------------
<S>                                          <C>              <C>              <C>              <C>            <C>
Revenues, net                                $      30,062    $      49,311    $       1,715    $    10,893    $    125,079

Cost of revenues                                    11,552           20,880            1,355          1,355          30,042
                                             -------------    -------------    -------------    -----------    ------------

Gross profit                                        18,510           28,431              360          9,538          95,037
                                             -------------    -------------    -------------    -----------    ------------

Operating expenses:
    DVD production costs                            40,604           77,123           73,584        102,804         455,103
    General and administration                     241,897          414,467          234,090        614,879       2,804,653
    Sales and marketing                             70,617          191,027          133,644        238,096       1,361,728
    Depreciation and amortization                    1,559            2,786              855          1,554         152,267
                                             -------------    -------------    -------------    -----------    ------------
         Total operating expense                   354,677          685,403          442,173        957,333       4,773,751
                                             -------------    -------------    -------------    -----------    ------------

Operating loss                                    (336,167)        (656,972)        (441,813)      (947,795)     (4,678,714)
                                             -------------    -------------    -------------    -----------    ------------

Other income and (expense)
    Interest expense                              (157,937)        (305,073)         (98,072)      (168,346)       (862,137)
    Interest income                                     --              951              247            438           1,581
    Other income                                        75              149               --             --           2,512
    Gain on sale of subsidiary                                           --               --             --           2,421
                                             -------------    -------------    -------------    -----------    ------------
         Total other income (expense)             (157,862)        (303,973)         (97,825)      (167,908)       (855,623)
                                             -------------    -------------    -------------    -----------    ------------

Loss before extraordinary items                   (494,029)        (960,945)        (539,638)    (1,115,703)     (5,534,337)

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

Loss before taxes                                 (494,029)        (960,945)        (539,638)    (1,115,703)     (5,532,933)

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

Net loss                                     $    (494,029)   $    (960,945)   $    (539,638)   $(1,115,703)   $ (5,532,933)
                                             =============    =============    =============    ===========    ============

Net loss per share, basic and diluted       ($        0.38)  ($        0.73)  ($        0.43)  ($      0.90)  ($      10.33)
                                             =============    =============    =============    ===========    ============

Weighted average shares, basic and diluted       1,309,362        1,309,266        1,266,174      1,235,001         535,719
                                             =============    =============    =============    ===========    ============
</TABLE>


                       See Notes to Financial Statements.
                                       5
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                     f/k/a PetCARE Television Network, Inc.
                         (A DEVELOPMENT STAGE COMPANY)
           UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
       FOR PERIOD FROM INCEPTION (October 2, 1989) THROUGH JUNE 30, 2005






<TABLE>
<CAPTION>

                                              Preferred Stock          Common Stock         Additional
                                            -------------------   ----------------------     Paid-in      Subscription
                                             Shares     Amount      Shares       Amount      Capital       Receivable
                                            --------   --------   -----------    -------    ----------    ------------
<S>                                         <C>        <C>        <C>            <C>        <C>           <C>
Issuance of $0.01 par value common
 shares to an individual for a note               --   $     --         1,000    $   100    $    1,900    $     (2,000)
Payment of subscription receivable                --         --            --         --            --           1,885
Stock split 2,000:1 and change par                --         --            --         --            --              --
 value from $0.01 to $0.0005                      --         --     1,999,000        900          (900)             --
                                            --------   --------   -----------    -------    ----------    ------------
Balance, December 31, 1996                        --         --     2,000,000      1,000         1,000            (115)

Repurchase of shares                              --         --            --         --            --              --
Issuance of common stock                          --         --     2,476,000      1,238         3,762          (5,000)
                                            --------   --------   -----------    -------    ----------    ------------
Balance, December 31, 1997                        --         --     4,476,000      2,238         4,762          (5,115)

Net loss                                          --         --            --         --            --              --
                                            --------   --------   -----------    -------    ----------    ------------
Balance, December 31, 1998                        --         --     4,476,000      2,238         4,762          (5,115)

                                                  --         --            --         --            --              --
                                            --------   --------   -----------    -------    ----------    ------------
Balance, December 31, 1999                        --         --     4,476,000      2,238         4,762          (5,115)

Shares issued in connection
 with merger with Y2K Recording, Inc.             --         --     1,025,000        513            --              --
Net income                                        --         --            --         --            --              --
                                            --------   --------   -----------    -------    ----------    ------------
Balance, December 31, 2000                        --         --     5,501,000      2,751         4,762          (5,115)

Shares issued in connection
 with merger with Savage Mojo, Inc.               --         --     8,000,000      4,000            --              --
Shares issued for services                        --         --        10,000          5           995              --
Contributed capital                               --         --            --         --         5,672              --
Net loss                                          --         --            --         --            --              --
                                            --------   --------   -----------    -------    ----------    ------------
Balance, December 31, 2001                        --         --    13,511,000      6,756        11,429          (5,115)

Series A shares sold in private placement     47,750     95,500            --         --            --              --
Retire treasury stock                             --         --    (1,725,000)      (863)       (4,137)             --
Shares issued as premium for notes                --         --     2,939,553      1,470            --              --
Shares issued for Cohen employment
 agreement                                        --         --       748,447        374        74,471              --
Cancellation of outstanding stock
 returned by M. Klimes                            --         --    (4,000,000)    (2,000)           --              --
Shares issued for services                        --         --       312,000        156        31,044              --
Payment of subscription receivable                --         --            --         --            --           5,000
Write off of subscription receivable                                                                               115
Net loss                                          --         --            --         --            --              --
                                            --------   --------   -----------    -------    ----------    ------------
Balance, December 31, 2002                    47,750     95,500    11,786,000      5,893       112,807              --

Shares issued for services                        --         --        50,000         25         4,975              --
Series A shares sold in private placement     53,500    107,000            --         --            --              --
Series B shares sold in private placement      1,000      2,000            --         --            --              --
Net loss                                          --         --            --         --            --              --
                                            --------   --------   -----------    -------    ----------    ------------
Balance, December 31, 2003                   102,250    204,500    11,836,000      5,918       117,782              --

Conversion of Series A to common            (101,250)  (202,500)      525,959        263       202,237              --
Cancellation and refund of Series B           (1,000)    (2,000)           --         --            --              --
Shares issued for services                        --         --       372,583        186       101,828              --
Shares issued for debt                            --         --       357,143        179       249,821              --
Net loss                                          --         --            --         --            --              --
                                            --------   --------   -----------    -------    ----------    ------------
Balance, December 31, 2004                        --         --    13,091,685      6,546       671,668              --

Effects of 30: 1 reverse stock split              --         --   (12,654,986)    (6,327)        6,327              --
Issuance of dividend shares                       --         --       872,779        436          (436)             --
Net loss                                          --         --            --         --            --              --
                                            --------   --------   -----------    -------    ----------    ------------
Balance, June 30, 2005                            --   $     --     1,309,478    $   655    $  677,559    $         --
                                            ========   ========   ===========    =======    ==========    ============
<CAPTION>
                                             Accumulated
                                            Deficit during       Treasury Stock
                                             Development      --------------------
                                                Stage           Shares     Amount       Total
                                            --------------    ----------   -------   -----------
<S>                                         <C>               <C>          <C>       <C>
Issuance of $0.01 par value common
  shares to an individual for a note        $           --    $       --   $    --   $        --
Payment of subscription receivable                      --            --        --         1,885
Stock split 2,000:1 and change par                      --            --        --            --
 value from $0.01 to $0.0005                            --            --        --            --
                                            --------------    ----------   -------   -----------
Balance, December 31, 1996                              --            --        --         1,885

Repurchase of shares                                    --    (1,725,000)   (5,000)       (5,000)
Issuance of common stock                                --        .             --            --
                                            --------------    ----------   -------   -----------
Balance, December 31, 1997                              --    (1,725,000)   (5,000)       (3,115)

Net loss                                            (2,867)           --        --        (2,867)
                                            --------------    ----------   -------   -----------
Balance, December 31, 1998                          (2,867)   (1,725,000)   (5,000)       (5,982)

                                                        --            --        --            --
                                            --------------    ----------   -------   -----------
Balance, December 31, 1999                          (2,867)   (1,725,000)   (5,000)       (5,982)

Shares issued in connection
 with merger with Y2K Recording, Inc.                   --            --        --           513
Net income                                             434            --        --           434
                                            --------------    ----------   -------   -----------
Balance, December 31, 2000                          (2,433)   (1,725,000)   (5,000)       (5,035)

Shares issued in connection
 with merger with Savage Mojo, Inc.                     --            --        --         4,000
Shares issued for services                              --            --        --         1,000
Contributed capital                                     --            --        --         5,672
Net loss                                           (57,151)           --        --       (57,151)
                                            --------------    ----------   -------   -----------
Balance, December 31, 2001                         (59,584)   (1,725,000)   (5,000)      (51,514)

Series A shares sold in private placement               --            --        --        95,500
Retire treasury stock                                   --     1,725,000     5,000            --
Shares issued as premium for notes                      --            --        --         1,470
Shares issued for Cohen employment
 agreement                                              --            --        --        74,845
Cancellation of outstanding stock
 returned by M. Klimes                                  --            --        --        (2,000)
Shares issued for services                              --            --        --        31,200
Payment of subscription receivable                      --            --        --         5,000
Write off of subscription receivable                                                         115
Net loss                                          (498,888)           --        --      (498,888)
                                            --------------    ----------   -------   -----------
Balance, December 31, 2002                        (558,472)           --        --      (344,272)

Shares issued for services                              --            --        --         5,000
Series A shares sold in private placement               --            --        --       107,000
Series B shares sold in private placement               --            --        --         2,000
Net loss                                        (1,825,313)           --        --    (1,825,313)
                                            --------------    ----------   -------   -----------
Balance, December 31, 2003                      (2,383,785)           --        --    (2,055,585)

Conversion of Series A to common                        --            --        --            --
Cancellation and refund of Series B                     --            --        --        (2,000)
Shares issued for services                              --            --        --       102,014
Shares issued for debt                                  --            --        --       250,000
Net loss                                        (2,188,203)           --        --    (2,188,203)
                                            --------------    ----------   -------   -----------
Balance, December 31, 2004                      (4,571,988)           --        --    (3,893,774)

Effects of 30: 1 reverse stock split                    --            --        --            --
Issuance of dividend shares                             --            --        --            --
Net loss                                          (960,945)           --        --      (960,945)
                                            --------------    ----------   -------   -----------
Balance, June 30, 2005                      $   (5,532,933)   $       --   $    --   $(4,854,719)
                                            ==============    ==========   =======   ===========
</TABLE>


                       See Notes to Financial Statements.
                                       6
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                     f/k/a PetCARE Television Network, Inc.
                          (A DEVELOPMENT STAGE COMPANY)
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                FROM INCEPTION (October 2, 1989) to JUNE 30, 2005

<TABLE>
<CAPTION>
                                                                                                      From
                                                                       Six Months Ended           Inception to
                                                                ------------------------------      June 30,
                                                                June 30, 2005    June 30, 2004        2005
                                                                -------------    -------------    ------------
<S>                                                             <C>              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITES
  Net loss                                                      $    (960,945)   $    (603,463)   $ (5,532,933)
     Adjustments to reconcile net loss to net cash flows from
        operating activities:
          Depreciation and amortization expense                         2,786            1,554          15,341
          Gain on sale of subsidiary                                       --               --          (2,421)
          Gain on extinguishment of debt                                   --               --          (1,404)
          Compensation expense - stock for services                        --          (18,846)        106,045
          Bad debt expense                                            (10,000)              --             115
          Changes in assets and liabilities:
             Accounts receivable                                       19,470               --              --
             Other current receivables                               (174,659)            (888)       (175,393)
             Prepaid expenses                                          22,922         (144,196)        (54,589)
             Security deposits                                             --               --          (7,596)
             Accounts payable                                         202,022           69,683         259,873
             Accrued expenses and other current liabilities           401,323          (69,273)        818,816
                                                                -------------    -------------    ------------
Net cash flows (used) in operating activities                        (497,081)        (765,429)     (4,574,146)
                                                                -------------    -------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of equipment                                                (5,226)          (5,645)        (22,187)
                                                                -------------    -------------    ------------
Net cash flows (used) in investing activities                          (5,226)          (5,645)        (22,187)
                                                                -------------    -------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Common stock issued for services                                         --           43,490          14,185
  Common stock issued for debt                                             --          329,396         250,000
  Common stock issued for services                                         --                          102,014
  Common stock subscriptions (issued) paid                                 --               --            (115)
  Preferred stock issued                                                   --               --         202,500
  Repurchase of preferred stock                                            --           (2,000)             --
  Proceeds from notes payable                                         500,000        1,000,000       1,875,000
  Repayment of notes payable                                               --          (28,500)             --
  Repayment of loans from stockholders                                     --          (50,000)      2,169,235
  Decrease in bank overdraft                                               --           (8,204)             --
                                                                -------------    -------------    ------------
Net cash flows provided by financing activities                       500,000        1,284,182       4,612,819
                                                                -------------    -------------    ------------

Decrease in cash                                                       (2,307)         513,108          16,486
Cash, beginning of period                                              18,793               --              --
                                                                -------------    -------------    ------------
Cash, end of period                                             $      16,486    $     513,108    $     16,486
                                                                =============    =============    ============

               SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid for interest                                          $         719    $       2,638    $      6,235
                                                                =============    =============    ============
</TABLE>

                       See Notes to Financial Statements.
                                       7
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                     f/k/a PetCARE Television Network, Inc.
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2005


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------

Nature of Operations
--------------------

Medical Media Television, Inc. ("Medical Media" or the "Company";  references to
"we,"  "our"  or  "us"  also  mean  the  Company)  was  organized  as a  Florida
corporation on October 2, 1989.

A Written Action of a Majority of the  Shareholders  in Lieu of Special  Meeting
was signed on April 6, 2005,  in which  7,079,471  shares of the total shares of
the Common Stock  outstanding  of 13,091,685  (54.07%)  approved a Memorandum of
Terms for the Company's  acquisition of African American  Medical Network,  Inc.
("African American Medical Network"), a wholly-owned subsidiary of AFMN, Inc., a
Delaware  corporation,  and  authorized  the Company to (i) change the Company's
corporate  name  from  PetCARE  Television   Network,   Inc.  to  Medical  Media
Television, Inc.; (ii) combine the Company's issued and outstanding Common Stock
on a 1:30 basis  effective  as of May 4,  2005;  and (iii)  declare  and issue a
dividend of two (2) shares of the  Company's  restricted  Common  Stock for each
share of Common Stock held by  shareholders  of record as of May 10, 2005 with a
payment date of May 17, 2005.  All references to net loss per share and weighted
average shares  outstanding in the accompanying  financial  statements have been
adjusted  for both the 1:30 stock split and the  issuance of the stock  dividend
mentioned above. On April 21, 2005, PetCARE Television Network, Inc. changed its
name to  Medical  Media  Television,  Inc.  On April  22,  2005,  Medical  Media
organized a wholly-owned subsidiary, PetCARE Television Network, Inc., a Florida
corporation ("PetCARE TV"). Also on April 22, 2005, Medical Media organized AAMN
Acquisition Sub, Inc., a wholly-owned  Florida  corporation,  for the purpose of
acquiring African American Medical Network.

Medical  Media is a  development  stage  company,  and as such has  devoted  its
efforts since inception to developing and  implementing its business plan, which
includes  but  is  not  limited  to   establishing   a  subscriber   network  of
approximately 3,000 veterinary clinics and hospitals,  writing and producing its
monthly DVD magazines,  making  contacts with potential  advertisers,  obtaining
debt and equity financing,  establishing its accounting systems,  and performing
other  administrative  functions.  Medical Media's goal is to be recognized as a
leading  provider  of  advertiser-supported   patient/client  medical  education
programming  within the  place-based  media  environment  of  medical  specialty
offices nationwide.

Medical  Media,  through  its  wholly-owned   subsidiary  PetCARE  TV,  provides
educational  programming,   targeted  to  pet  owners  and  focused  on  optimal
healthcare for animal companions. Programming is obtained through a one or three
year subscription, with a TV/DVD system included in the three-year plan. Updated
DVD  magazines  are  shipped  monthly to all  veterinarian  subscribers  and are
funded,  in part, by commercial  advertisers  whose commercials are presented on
the DVD magazines.

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.


                                       8
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                     f/k/a PetCARE Television Network, Inc.
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2005


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
---------------------------------------------------------------

Interim Information
-------------------

The accompanying  unaudited  consolidated  financial statements of Medical Media
have been prepared in accordance with accounting  principles  generally accepted
in the United States of America for interim  financial  information and with the
instructions to Form 10-QSB and Rule 10-01 of Regulation  S-X. All  adjustments,
which in the opinion of management are necessary for a fair  presentation of the
financial  condition and results of operations,  have been  included.  Operating
results  for the  three  and  six-month  period  ended  June  30,  2005  are not
necessarily  indicative  of the results that may be expected for the year ending
December 31, 2005.

Cash and Cash Equivalents
-------------------------

For purposes of the 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
-------------------

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

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 either be taxable or
deductible when the assets and liabilities are recovered or settled.


                                       9
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                     f/k/a PetCARE Television Network, Inc.
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2005


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
---------------------------------------------------------------

Since its  inception,  Medical Media has an  accumulated  loss of $5,532,933 for
income tax purposes,  which can be used to offset future  taxable income through
2023. The potential tax benefit of this loss is as follows:

     Future tax benefit                          $ 1,659,880
     Valuation allowance                          (1,659,880)
                                                 -----------

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


As of June 30,  2005,  no  deferred  taxes  were  recorded  in the  accompanying
financial statements.

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  being  depreciated
over 3 years and leasehold  improvements  being  depreciated  over the remaining
life of the current lease.

Going Concern
-------------

Medical Media was organized as a Florida corporation on October 2, 1989 and is a
development stage company,  and as such, has devoted its efforts since inception
to developing and implementing its business plan. Realization of a major portion
of the  assets  is  dependent  upon the  Company's  ability  to meet its  future
financing requirements, and the success of future operations.

Use of Estimates
----------------

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

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. As a result of the  Company's  recent
corporate  name change from PetCARE  Television  Network,  Inc. to Medical Media
Television,  Inc., the Company's  Common Stock is now traded under the symbol of
MMTV.  There is a limited  public  trading  market  for its  Common  Stock and a
regular, more active trading market may not develop, or if developed, may not be
sustained.


                                       10
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                     f/k/a PetCARE Television Network, Inc.
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2005


NOTE B - COMMON AND PREFERRED STOCK (Continued)
-----------------------------------------------

Combination of Common Stock
---------------------------

A Written Action of a Majority of the  Shareholders  in Lieu of Special  Meeting
was signed on April 6, 2005,  in which  7,079,471  shares of the total shares of
the Common Stock  outstanding of 13,091,685  (54.07%)  authorized the Company to
combine its issued and outstanding  Common Stock on a 1:30 basis effective as of
May 4, 2005.  All  references to net loss per share and weighted  average shares
outstanding in the accompanying financial statements have been adjusted for both
the 1:30 stock split and the issuance of the stock dividend mentioned herein.

Issuance of Common Stock
------------------------

In February  2004,  Medical Media entered into a Note  Purchase  Agreement  with
Victus Capital, LP, a Delaware limited partnership  ("Victus") and issued Victus
a Subordinated  Convertible  Promissory Note (the "Victus February Note"). Under
the terms of the Victus February Note, Victus loaned us $1,000,000 with interest
of $62,500 per quarter.  In order to insure that  interest  payments  were made,
$250,000 of the principal amount of the Victus February Note was delivered to an
escrow agent to be held for the purposes of making quarterly  interest  payments
to Victus.  Prior to the maturity date of the Victus  February Note,  Victus had
the option to convert the principal and any outstanding  interest into shares of
a subsequent  private  offering of Preferred Stock, or into shares of our Common
Stock at a price of $.375 per share.  Upon  acceleration  or  conversion  of the
Victus February Note, any unpaid balance in the escrow account would be returned
to Victus. In May 2004, Medical Media issued 357,143 (11,905  post-split) shares
of its Common  Stock at $.70 ($2.10  post-split)  per share and 714,286  (23,810
post-split) Common Stock Purchase Warrants ("Victus February  Warrants") in lieu
of  $250,000 in  interest  due on the Victus  February  Note.  Accordingly,  the
$250,000  being held in escrow was  released to the Company in exchange  for the
shares and the  Victus  February  Warrants.  The Victus  February  Warrants  are
exercisable  into  shares  of  the  Company's  Common  Stock  at  $1.00  ($30.00
post-split)  per share and are  exercisable  at any time for (5) five years from
the date of issuance.  The Victus February Note, the shares of Common Stock, and
Victus  February  Warrants  were issued under the  exemption  from  registration
provided in Section 4(2) of the Securities Act of 1933 (the  "Securities  Act").
In March 2005, Vicis Capital Master Fund, a fund managed by Vicis Capital, LP, a
Delaware  limited  partnership  ("Vicis  Capital")  acquired  certain  assets of
Victus. Included in the acquisition were the Victus February Note, the shares of
the Company's  Common Stock, and the Victus February  Warrants  discussed above.
See NOTE G - SUBSEQUENT EVENTS for further details.

In April 2004,  Medical Media issued 67,583 (2,253  post-split) shares of Common
Stock to two vendors in exchange  for debt  recorded as accounts  payable on the
accompanying financial statements.  The shares of Common Stock were issued under
the exemption from registration provided in Section 4(2) of the Securities Act.

In May 2004, Medical Media issued H. C. Wainwright, Inc. and its assigns a total
of 533,333 (17,780  post-split)  Common Stock Purchase Warrants (the "Wainwright
Warrants") in accordance  with a placement  agent fee agreement  dated  February
2004.  The  Wainwright  Warrants  became due as a result of the funds  raised in
conjunction  with the Victus  February  Note  discussed  above.  The  Wainwright
Warrants


                                       11
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                     f/k/a PetCARE Television Network, Inc.
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2005


NOTE B - COMMON AND PREFERRED STOCK (Continued)
-----------------------------------------------

were issued under the exemption  from  registration  provided in Section 4(2) of
the Securities Act.

In June 2004, the Company issued  250,000  (8,334  post-split)  shares of Common
Stock to a vendor in exchange  for debt.  The shares of Common Stock were issued
under the exemption from registration provided in Section 4(2) of the Securities
Act

During the three months ended June 30 2004,  the Company  issued an aggregate of
55,000 (1,884  post-split)  shares of Common Stock to members of its  Veterinary
Advisory Board.

On July 28, 2004, the Company  entered into a seven-month  financial  consulting
agreement with TotalCFO, Inc. ("TotalCFO"). In connection therewith, the Company
agreed to issue  300,000  (10,000  post-split)  Common Stock  Purchase  Warrants
("TotalCFO Warrants") at an exercise price of $.75 ($22.50 post-split) per share
in exchange for services to be rendered.  The TotalCFO  Warrants  were issued in
September 2004 under the exemption from registration provided in Section 4(2) of
the Securities Act.

On May 10,  2005,  the  Company  issued  a  dividend  of two (2)  shares  of the
Company's  restricted  Common  Stock  for each  share of  Common  Stock  held by
shareholders  of record as of May 10, 2005 with the  payment  date being May 17,
2005.

Series B Convertible Preferred Stock
------------------------------------

On October 21, 2003, the Company's  Board of Directors  approved the Certificate
of  Designations,  Preferences,  Rights and Limitations for Series B Convertible
Preferred  Stock ("Series B Preferred  Stock") for 1,000,000  shares with no par
value per share. In November 2003, Medical Media offered the 1,000,000 shares of
Series B Preferred Stock in a private placement for $2.00 per unit consisting of
one share of Series B Preferred  Stock and one Common  Stock  Purchase  Warrant.
After only selling 1,000 units for $2,000 to a single  shareholder,  the Company
decided to  discontinue  the offering  and refunded the $2,000.  The offering is
claimed to be exempt under Section 4(2) of the Securities Act.

On May 18, 2004,  the Board of Directors of Medical Media  approved an amendment
to the  Certificate of  Designation,  Preferences,  Rights and  Limitations  for
Series B Convertible Preferred Stock ("Series B Preferred Stock") increasing the
number of  authorized  shares to  1,500,000.  These shares of Series B Preferred
Stock were  convertible  into the Company's  Common Stock at any time commencing
one (1) year from the date of issuance at a variable  conversion  price equal to
70% of the  average  closing  price as  reported by  Bloomberg  L.P.  for the 20
trading days  preceding the date of conversion.  However,  in no event would the
conversion price be less than $0.50 per share, nor greater than $1.50 per share.
The holders of the Series B Preferred Stock were entitled to dividends of 8% per
annum,  payable in one payment upon conversion of the Series B Preferred  Stock.
In June  2004,  Medical  Media  offered  the  1,500,000  shares of its  Series B
Preferred  Stock in a private  placement  for $1.00 per unit  consisting  of one
share of Series B Preferred  Stock and one Common Stock  Purchase  Warrant.  The
offering is claimed to be exempt under  Section 4(2) of the  Securities  Act. No
units were sold under this offering and on July 7, 2005 the  Company's  Board of
Directors  approved  an  amendment  to cancel the  preferences  for the Series B
Preferred  Stock,  returning the 1,500,000  shares to undesignated  and unissued
shares of Preferred Stock.


                                       12
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                     f/k/a PetCARE Television Network, Inc.
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2005


NOTE B - COMMON AND PREFERRED STOCK (Continued)
-----------------------------------------------

Stock Options
-------------

We have an equity incentive plan available to our key employees and consultants.
Under the plan, we may grant options for up to two million  shares of our Common
Stock.  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 grant or the  aggregate
par  value of the  Common  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  of our  Common  Stock  on the  date of  grant.  The  Compensation
Committee  of the  Board of  Directors  shall  determine  the price at which the
shares of Common Stock may be purchased  under a  nonqualified  option.  Options
expire (10) ten years from the date of grant,  except for those granted to a 10%
stockholder,  which  expire (5) five years from the date of grant.  To date,  we
have granted 159,000 (5,300 post-split) nonqualified options under the plan.

NOTE C - RELATED PARTY TRANSACTIONS
-----------------------------------

On June 1, 2002, we entered into a consulting  agreement with James  Calaway,  a
shareholder  and former director of the Company under which we will pay him $667
per month until we have received $2.5 million in equity funding.  As of June 30,
2005,  we have  received  $204,500 in equity  funding.  Management  believes the
Company  will receive the  remainder  of the $2.5 million in funding  within the
next twelve months.

In May and June 2002, the Company issued  non-interest  bearing promissory notes
to the following shareholders:

      o     James Calaway in the original principal amount of $100,000;  current
            balance $91,500
      o     Daniel V. Hugo, a former officer/director, in the original principal
            amount of $25,000; current balance $25,000
      o     Robert and Janna Hugo in the  original  principal  amount of $6,000;
            current balance $6,000
      o     Robert and Jamie Turner in the original  principal amount of $5,000;
            current balance $5,000

The  repayment of these notes is contingent  upon the receipt of funds  received
through  private  placement  transactions  pursuant to Rule 506,  with  periodic
payments to be made to the holders as follows:  10% due after the first $300,000
is received; 10% due after the next $100,000 is received; 10% due after the next
$100,000  is  received,  35% due after the next  $100,000 is  received;  and the
remaining 35% due after the next  $100,000 is received.  As of December 31, 2004
and June 30, 2005, the aggregate principal balance on these notes was $127,500.

On March 10, 2003,  May 28, 2003,  June 6, 2003,  and July 1, 2003 Medical Media
entered  into Note  Purchase and Security  Agreement(s)  and Senior  Convertible
Promissory  Note(s) (the "Edge  Notes") with Pet Edge,  LLC  ("Edge").  Edge was
organized for the sole purpose of funding our business plan.  Under the terms of
the Edge Notes,  Edge  loaned the  Company  $1,000,000,  $50,000,  $50,000,  and
$275,000  respectively with simple interest at the rate of ten percent (10%) per
annum.  All  principal  and accrued  interest on the Edge Notes was due March 9,
2006, May 27, 2006, June 5, 2006, and June 30, 2006


                                       13
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                     f/k/a PetCARE Television Network, Inc.
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2005


NOTE C - RELATED PARTY TRANSACTIONS (Continued)
-----------------------------------------------

respectively.  The Edge Notes  could not be prepaid in whole or in part  without
the written consent of Edge. To secure the Company's  obligations under the Edge
Notes, the Company granted Edge a first priority security interest on all of its
assets  owned as of the date of the Edge Notes and  acquired  during the term of
the Edge Notes.  The  principal  and interest on the Edge Notes was  convertible
into shares of Common  Stock of the Company at $.246 per share.  Pursuant to the
terms of the Debt Exchange  Agreement dated July 8, 2005 by and between Edge and
the Company ("Edge Debt Exchange  Agreement") the Edge Notes were converted into
1,682,044  shares of the  Company's  Series A Zero  Coupon  Preferred  Stock and
2,102,556 five-year Warrants to purchase shares of Common Stock of Medical Media
Television,  Inc.  ("Edge Debt Exchange  Warrants") at a strike price of fifteen
cents ($.15). See NOTE G - SUBSEQUENT EVENTS for further details.

On June 10, 2003,  Medical  Media  entered into a Note  Purchase  Agreement  and
Convertible  Promissory  Note with Dr. Mark  Maltzer  (the  "Maltzer  Note"),  a
director at the time of the  transaction.  Under the terms of the Maltzer  Note,
Dr.  Maltzer  loaned the Company  $50,000 with simple  interest at a rate of ten
percent  (10%) per annum.  All  principal  and accrued  interest was due June 9,
2006. The principal and interest on the Maltzer Note was convertible into shares
of Common Stock of the Company at $.246 per share.  Pursuant to the terms of the
Debt Exchange  Agreement  dated July 8, 2005 by and between Dr.  Maltzer and the
Company ("Maltzer Debt Exchange  Agreement") the Maltzer Note was converted into
60,411 shares of the Company's  Series B Zero Coupon  Preferred Stock and 45,308
five-year  Warrants  to  purchase  shares  of  Common  Stock  of  Medical  Media
Television,  Inc.  at a strike  price of fifteen  cents  ($.15)  ("Maltzer  Debt
Exchange Warrants"). See NOTE G - SUBSEQUENT EVENTS for further details.

NOTE D - COMMITMENTS AND CONTINGENCIES
--------------------------------------

On June 5, 2002, Medical Media entered into an Employment  Agreement with Philip
M. Cohen ("Cohen  Agreement")  that has an infinite  term.  The Cohen  Agreement
automatically  renews every ninety days commencing June 5, 2002. The Company may
terminate the Cohen  Agreement  with cause,  effective  upon delivery of written
notice to Mr. Cohen,  except where the cause is a material breach, for which Mr.
Cohen has sixty (60) days to cure after  receiving  written  notice from Medical
Media.  The Company may terminate the Cohen Agreement  without cause,  effective
sixty (60) days after written  notice to Mr. Cohen.  Mr. Cohen may terminate the
Cohen  Agreement with cause  provided he delivers  written notice to the Company
sixty (60) days before termination or without cause provided he delivers written
notice one year  before  termination.  If  Medical  Media  terminates  the Cohen
Agreement without cause, or Mr. Cohen terminates with cause, the Company will be
obligated to pay Mr. Cohen the compensation, remuneration and expenses specified
below for a period of five years from the date of notice. Under the terms of the
Cohen Agreement, Mr. Cohen will receive an annual salary of $150,000, payable in
monthly  installments of $12,500. The Cohen Agreement calls for the salary to be
renegotiated  at the  end of  each  fiscal  year;  however  the  salary  was not
renegotiated  at the end of fiscal year 2002,  2003, or 2004.  Mr. Cohen is also
entitled to receive medical and long-term  disability insurance at the Company's
expense,  as well as an  automobile  for  business  use, and  reimbursement  for
certain business expenses.


                                       14
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                     f/k/a PetCARE Television Network, Inc.
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2005


NOTE D - COMMITMENTS AND CONTINGENCIES (Continued)
--------------------------------------------------

On August 19, 2003,  Medical  Media  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 2005 through 2007 and the
eleven months ended November 30, 2008 will be  approximately  $39,400,  $40,300,
$41,100 and $38,500 respectively.

NOTE E - SUBORDINATED CONVERTIBLE PROMISSORY NOTES
--------------------------------------------------

On February 13, 2004,  Medical Media entered into a Note Purchase Agreement with
Victus Capital, LP, a Delaware limited partnership  ("Victus") and issued Victus
a Subordinated  Convertible  Promissory Note (the "Victus February Note"). Under
the terms of the Victus February Note, Victus loaned us $1,000,000 with interest
of $62,500 per quarter.  In order to insure that  interest  payments  were made,
$250,000 of the principal amount of the Victus February Note was delivered to an
escrow agent to be held for the purposes of making quarterly  interest  payments
to Victus.  Prior to the maturity date of the Victus  February Note,  Victus had
the option to convert the principal and any outstanding  interest into shares of
a subsequent  private  offering of Preferred Stock, or into shares of our Common
Stock at a price of $.375 per share.  Upon  acceleration  or  conversion  of the
Victus February Note, any unpaid balance in the escrow account would be returned
to Victus. In May 2004, Medical Media issued 357,143 (11,905  post-split) shares
of its Common  Stock at $.70 ($2.10  post-split)  per share and 714,286  (23,810
post-split) Common Stock Purchase Warrants ("Victus February  Warrants") in lieu
of  $250,000 in  interest  due on the Victus  February  Note.  Accordingly,  the
$250,000  being held in escrow was  released to the Company in exchange  for the
shares  and the  Victus  February  Warrants.  Each  Victus  February  Warrant is
exercisable  into the Company's  Common Stock at $1.00 ($30.00  post-split)  per
share and are  exercisable at any time for five years from the date of issuance.
The Victus  February  Note,  the  shares of Common  Stock,  and Victus  February
Warrants were issued under the exemption from  registration  provided in Section
4(2) of the Securities Act of 1933 (the "Securities  Act"). In March 2005, Vicis
Capital  Master Fund, a fund managed by Vicis  Capital,  LP, a Delaware  limited
partnership ("Vicis Capital") acquired certain assets of Victus. Included in the
acquisition  were the Victus  February Note, the shares of the Company's  Common
Stock, and the Victus February Warrants  discussed above.  Pursuant to the terms
of a Debt Conversion  Agreement dated July 8, 2005 between Vicis Capital and the
Company,  the Victus  February Note was converted into  1,100,000  shares of the
Company's Series B Zero Coupon Preferred Stock and 825,000 five-year Warrants to
purchase  shares of Common Stock of Medical Media  Television,  Inc. at a strike
price of fifteen  cents  ($.15).  See NOTE G -  SUBSEQUENT  EVENTS  for  further
details.

On July 27, 2004,  Medical  Media entered into a Note  Purchase  Agreement  with
Victus and issued a  Subordinated  Convertible  Promissory  Note  ("Victus  July
Note"),  and  Warrant  to  Purchase  Shares of Common  Stock (the  "Victus  July
Warrant"). Under the terms of the Victus July Note, Victus loaned us $1,000,000,
at an annual rate of interest of twenty percent (20%) compounded  semi-annually.
The  Victus  July Note had a term of twelve  months;  however  the term could be
extended by the parties for an  additional  12 months.  For the first year,  the
Company had the right to pay  interest on the Victus July Note with  registered,
freely transferable Common Stock, valued at a ten percent (10%) discount to the


                                       15
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                     f/k/a PetCARE Television Network, Inc.
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2005


NOTE E - SUBORDINATED CONVERTIBLE PROMISSORY NOTES (Continued)
--------------------------------------------------------------

market.  On the date of maturity,  the Victus July Note was convertible,  at the
option  of the  holder,  into  shares  of our  Common  Stock at $.40 per  share.
Pursuant  to the terms of the Victus  July  Warrant,  Victus may  purchase up to
2,500,000 (83,333 post-split) shares of our Common Stock at an exercise price of
$0.75 ($22.50  post-split) per share until the expiration date of July 26, 2009.
The Victus July Note may not be converted and the Victus July Warrant may not be
exercised to the extent that Victus' overall  ownership of the Company's  Common
Stock  exceeds  4.99%,  unless such  limitation is waived by Victus upon no less
than sixty-one days (61) advance  written notice.  In March 2005,  Vicis Capital
acquired  certain assets of Victus.  Included in the acquisition were the Victus
July Note and the Victus July Warrant discussed above.  Pursuant to the terms of
a Debt  Conversion  Agreement  dated July 8, 2005 between  Vicis Capital and the
Company,  the  Victus  July  Note was  converted  into  1,189,589  shares of the
Company's Series B Zero Coupon Preferred Stock and 892,192 five-year Warrants to
purchase  shares of Common Stock of Medical Media  Television,  Inc. at a strike
price of fifteen  cents ($.15)  ("Vicis Debt Exchange  Warrants").  See NOTE G -
SUBSEQUENT EVENTS for further details.

On March 11, 2005,  the Company issued to Vicis Capital its Series A Convertible
Debentures  ("Series A  Debentures"),  Series A Common Stock Purchase  Warrants,
Series B Common Stock  Purchase  Warrants,  and Series C Common  Stock  Purchase
Warrants  pursuant to the exemption from  registration  found in Section 4(2) of
Regulation  D under the  Securities  Act of 1933.  Pursuant  to the terms of the
Series A Debentures,  Vicis Capital  loaned the Company an aggregate of $250,000
at an annual rate of interest of fifteen percent (15%).  The Series A Debentures
had a term of 24 months  and the  Company  had the  option  to pay the  interest
semi-annually  in cash or in  shares  of its  registered  Common  Stock at a ten
percent  (10%)  discount to the market  price based on the average of the twenty
(20) trading days prior to the payment of the interest.  On the date of maturity
of the Series A Debentures, Vicis Capital had the option to convert the Series A
Debentures into shares of the Company's  Common Stock at a price of $0.10 ($3.00
post-split)  per share.  Under the terms of the Series A Common  Stock  Purchase
Warrants,  Vicis Capital may purchase up to 2,500,000 (83,335 post-split) shares
of the Company's  Common Stock at an exercise price of $0.10 ($3.00  post-split)
per share for a ten-year  period.  Under the terms of the Series B Common  Stock
Purchase   Warrants,   Vicis  Capital  may  purchase  up  to  2,500,000  (83,335
post-split)  shares of the Company's Common Stock at an exercise price of $0.125
($3.75  post-split)  per share for a  five-year  period.  Under the terms of the
Series C Common  Stock  Purchase  Warrants,  Vicis  Capital  may  purchase up to
1,250,000  (41,670  post-split)  shares  of the  Company's  Common  Stock  at an
exercise price of $.10 ($3.00  post-split) per share for a one-year period.  The
Series A Debentures  and Series A, B, and C Common Stock  Purchase  Warrants may
not be  converted  and  exercised  to the extent  that Vicis  Capital's  overall
ownership of the Company's Common Stock exceeds 4.99%, unless such limitation is
waived by Vicis Capital upon no less than  sixty-one  days (61) advance  written
notice.  Pursuant to the terms of a Debt Exchange  Agreement  dated July 8, 2005
between Vicis Capital and the Company,  the Series A Debentures  were  converted
into 262,329 shares of the Company's  Series B Zero Coupon  Preferred  Stock and
196,747  five-year  Warrants to purchase shares of Common Stock of Medical Media
Television,  Inc. at a strike price of fifteen cents ($.15) ("Vicis Capital Debt
Exchange Warrants"). See NOTE G - SUBSEQUENT EVENTS for further details.


                                       16
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                     f/k/a PetCARE Television Network, Inc.
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2005


NOTE E - SUBORDINATED CONVERTIBLE PROMISSORY NOTES (Continued)
--------------------------------------------------------------

On May 6, 2005,  the Company  issued to Vicis  Capital its Series B  Convertible
Debentures  ("Series B  Debentures"),  Series D Common Stock Purchase  Warrants,
Series E Common Stock  Purchase  Warrants,  and Series F Common  Stock  Purchase
Warrants  pursuant to the exemption from  registration  found in Section 4(2) of
Regulation  D under the  Securities  Act of 1933.  Pursuant  to the terms of the
Series B Debentures,  Vicis Capital  loaned the Company an aggregate of $250,000
at an annual rate of interest of fifteen percent (15%).  The Series B Debentures
have a term of 24 months  and the  Company  has the  option to pay the  interest
semi-annually  in cash or in  shares  of its  registered  Common  Stock at a ten
percent  (10%)  discount to the market  price based on the average five (5) days
Volume Weighted Average Closing Price of the Company's Common Stock for the five
(5)  trading  days prior to  payment.  On the date of  maturity  of the Series B
Debentures,  Vicis Capital has the option to convert into  post-split  shares of
the Company's Common Stock at a price of $2.40 per share. Under the terms of the
Series D Common  Stock  Purchase  Warrants,  Vicis  Capital  may  purchase up to
104,167  post-split shares of the Company's Common Stock at an exercise price of
$2.40  per share for a ten (10)  year  period.  Under the terms of the  Series E
Common  Stock  Purchase  Warrants,  Vicis  Capital  may  purchase  up to 104,167
post-split  shares of the Company's  Common Stock at an exercise  price of $2.40
per share  for a five (5) year  period.  Under the terms of the  Series F Common
Stock  Purchase  Warrants,  Vicis Capital may purchase up to 104,167  post-split
shares of the Company's Common Stock at an exercise price of $2.40 per share for
a one-year  period.  The Series B Debentures and Series D, E, and F Common Stock
Purchase  Warrants may not be converted  and  exercised to the extent that Vicis
Capital's overall ownership of the Company's Common Stock, giving effect to that
conversion  and together with the right to receive any Common Stock within sixty
days of the  conversion  date,  will exceed 4.99% of the  Company's  outstanding
stock at that time.

NOTE F - MERGER AGREEMENT
-------------------------

On May 11, 2005 the Company executed a Merger Agreement (the "Merger Agreement")
by and among  AFMN,  Inc.  a Delaware  corporation  ("AFMN"),  African  American
Medical  Network,   Inc.  a  Florida  corporation   ("African  American  Medical
Network"),  and AAMN Acquisition Sub, Inc. ("AAMN  Acquisition Sub") whereby the
Company  will  acquire  100% of the capital  stock of African  American  Medical
Network in exchange for 14,865,657 shares of our Common Stock.  African American
Medical   Network   provides   educational   programming  to  patients   through
installation of TV/DVD viewing  systems in doctors'  offices serving the African
American  population.  Pursuant  to the  terms  of the  Merger  Agreement,  AAMN
Acquisition Sub will be merged with and into African  American  Medical Network,
and AFMN will receive the aforementioned shares of Medical Media in exchange for
all of the  outstanding  shares of  capital  stock of African  American  Medical
Network  owned by AFMN.  Pursuant  to the  terms of the  Merger  Agreement,  the
Company  intends to file a Registration  Statement on Form S-4 ("Form S-4") with
the Securities and Exchange  Commission  (the "SEC")  registering the 14,865,657
shares of Common  Stock the Company  plans to issue to AFMN.  The closing of the
Merger  Agreement  will occur within  three (3)  business  days of the date upon
which the Form S-4 is declared effective by the SEC. The Company intends to file
the Form S-4 as soon as practical.


                                       17
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                     f/k/a PetCARE Television Network, Inc.
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2005

NOTE G - SUBSEQUENT EVENTS
--------------------------

Debt Exchange Agreement with Pet Edge, LLC
------------------------------------------

On July 8, 2005,  the Company  entered into a Debt Exchange  Agreement with Edge
whereby Edge agreed to cancel the Edge Notes in exchange for 1,682,044 shares of
the  Company's  Series A Zero  Coupon  Preferred  Stock  (described  below)  and
2,102,556 Edge Debt Exchange Warrants  (described  below).  Pursuant to the Edge
Debt Exchange  Agreement,  the Edge Notes were cancelled and (a) the obligations
of the Company to pay the principal of, interest on or redemption premium on the
Edge Notes  terminated;  (b) the  obligations of the Company to pay any interest
remaining unpaid in respect of the Edge Notes terminated; (c) all obligations of
Edge  pursuant  to the Edge Notes  terminated;  and (d) all  obligations  of the
Company in respect of the  cancelled  Edge Notes  terminated.  The Company  also
agreed  to  file,  at its  sole  cost and  expense,  a Form  S-4 no  later  than
forty-five  (45) days  after the  closing  registering  (a) all shares of Common
Stock issuable upon conversion of the Series A Zero Coupon  Preferred Stock, and
(b) all shares of Common Stock  issuable upon exercise of the Edge Debt Exchange
Warrants.  The  Company  agreed  to use its  best  efforts  to have the Form S-4
declared  effective  within one hundred  twenty  (120) days after  closing.  The
Series A Zero Coupon  Preferred  Stock and the Edge Debt Exchange  Warrants were
issued pursuant to the exemption from  registration  found in Section 3(a)(9) of
the Securities Act of 1933.

Debt Exchange Agreements with Vicis Capital Master Fund and Mark Maltzer
------------------------------------------------------------------------

On July 8, 2005, the Company  entered into a Debt Exchange  Agreement with Vicis
Capital whereby Vicis Capital agreed to cancel the Victus February Note,  Victus
July Note and the Series A Debentures (collectively,  the "Vicis Capital Notes")
in  exchange  for  2,551,918  shares of  Series B Zero  Coupon  Preferred  Stock
(described below) and 1,913,939 Vicis Capital Debt Exchange Warrants  (described
below). Pursuant to the Vicis Capital Debt Exchange Agreement, the Vicis Capital
Notes were cancelled and (a) the obligations of the Company to pay the principal
of, interest on or redemption premium on the Vicis Capital Notes terminated; (b)
the obligations of the Company to pay any interest  remaining  unpaid in respect
of the Vicis  Capital Notes  terminated;  (c) all  obligations  of Vicis Capital
pursuant to the Vicis Capital Notes  terminated;  and (d) all obligations of the
Company in respect of the cancelled Vicis Capital Notes terminated.

Also on July 8, 2005,  the Company  entered into a Debt Exchange  Agreement with
Maltzer whereby Maltzer agreed to tender the Maltzer Note in exchange for 60,411
shares of the Company's  Series B Zero Coupon Preferred Stock and 45,308 Maltzer
Debt Exchange Warrants (described below).  Pursuant to the Maltzer Debt Exchange
Agreement, the Maltzer Note was cancelled and (a) the obligations of the Company
to pay the principal of,  interest on or redemption  premium on the Maltzer Note
terminated;  (b) the  obligations  of the Company to pay any interest  remaining
unpaid in respect of the Maltzer Note terminated; (c) all obligations of Maltzer
pursuant to the Maltzer Note terminated;  and (d) all obligations of the Company
in respect of the cancelled Maltzer Note terminated.

The Series B Zero  Coupon  Preferred  Stock,  the Vicis  Capital  Debt  Exchange
Warrants  and the Maltzer Debt  Exchange  Warrants  were issued  pursuant to the
exemption from  registration  found in Section  3(a)(9) of the Securities Act of
1933.


                                       18
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                     f/k/a PetCARE Television Network, Inc.
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2005


NOTE G - SUBSEQUENT EVENTS (Continued)
--------------------------------------

Series A Zero Coupon Preferred Stock
------------------------------------

The Company's Series A Zero Coupon  Preferred Stock is non-voting  capital stock
and has a stated value of $1.00 per share and is convertible  into the Company's
Common  Stock at the option of the holder any time after the date of issuance at
the  initial  rate of $2.40 per share.  The  holders of the Series A Zero Coupon
Preferred  Stock will be entitled to receive,  when and if declared by the Board
of Directors,  dividends on parity with holders of the  Company's  Common Stock.
Any dividend or other distribution meeting these requirements will be payable in
an amount  equal to the  product  of (a) the  dividend  payable on each share of
Common  Stock  and (b) the  number  of shares  of  Common  Stock  issuable  upon
conversion of a share of Series A Zero Coupon Preferred Stock, calculated on the
record date for  determination of holders entitled to receive such dividend.  In
addition, in the event of any voluntary or involuntary liquidation, dissolution,
or  winding up of the  Company,  the  holders of shares of Series A Zero  Coupon
Preferred  Stock  are  entitled  to be  paid  out of the  assets  available  for
distribution  before any payment shall be made to the holders of Common Stock or
any other class or series of stock ranking on liquidation junior to the Series A
Zero  Coupon  Preferred  Stock,  an amount  equal to One Million  Three  Hundred
Seventy Five Thousand and No/100 Dollars  ($1,375,000).  The holders of Series A
Zero Coupon  Preferred Stock also have preemptive  rights to purchase any equity
securities,  debt  securities  possessing  rights,  preferences,  privileges and
limitations  similar to equity  securities,  or  rights,  options,  warrants  or
convertible or exchangeable  securities containing the right to subscribe for or
purchase  shares of equity  securities  of the  Company  at the price and on the
terms and conditions the Company is offering them.

Series B Zero Coupon Preferred Stock
------------------------------------

The Company's Series B Zero Coupon  Preferred Stock is non-voting  capital stock
and has a stated value of $1.00 per share and is convertible  into the Company's
Common  Stock at the option of the holder any time after the date of issuance at
the  initial  rate of $3.00 per share.  The  holders of the Series B Zero Coupon
Preferred  Stock will be entitled to receive,  when and if declared by the Board
of Directors,  dividends on parity with holders of the  Company's  Common Stock.
Any dividend or other distribution meeting these requirements will be payable in
an amount  equal to the  product  of (a) the  dividend  payable on each share of
Common  Stock  and (b) the  number  of shares  of  Common  Stock  issuable  upon
conversion of a share of Series B Zero Coupon Preferred Stock, calculated on the
record date for  determination of holders entitled to receive such dividend.  In
addition, in the event of any voluntary or involuntary liquidation, dissolution,
or  winding up of the  Company,  the  holders of shares of Series B Zero  Coupon
Preferred  Stock  are  entitled  to be  paid  out of the  assets  available  for
distribution  after taking into account the Series A Zero Coupon Preferred Stock
liquidation  preference,  but before any payment shall be made to the holders of
Common Stock or any other class or series of stock ranking on liquidation junior
to the Series B Zero  Coupon  Preferred  Stock,  an amount  equal to Two Million
Three Hundred Thousand and No/100 Dollars ($2,300,000).

Edge Debt Exchange  Warrants,  Vicis Capital Debt Exchange  Warrants and Maltzer
--------------------------------------------------------------------------------
Debt Exchange Warrants
----------------------

The Edge Debt  Exchange  Warrants,  Vicis  Capital  Debt  Exchange  Warrants and
Maltzer  Debt  Exchange  Warrants  entitle the holder to purchase  shares of the
Company's Common Stock at a price of fifteen cents


                                       19
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                     f/k/a PetCARE Television Network, Inc.
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2005


NOTE G - SUBSEQUENT EVENTS (Continued)
--------------------------------------

($0.15) per share. The warrants may be exercised in whole or in part at any time
or from time to time, prior to July 7, 2010.

Amendment to Articles of Corporation
------------------------------------

In connection with the Debt Exchange  Agreements  discussed  above, the Board of
Directors of the Company approved the Certificates of Designations, Preferences,
Rights and Limitations for the Series A Zero Coupon Preferred Stock and Series B
Zero Coupon  Preferred  Stock,  and,  on July 14,  2005,  the  Company  filed an
amendment to its Articles of Incorporation, which designated 1,682,044 shares of
the  authorized  and  unissued  Preferred  Stock of the Company as Series A Zero
Coupon  Preferred  Stock and  2,612,329  shares of the  authorized  and unissued
Preferred Stock of the Company as Series B Zero Coupon Preferred Stock.

Also on July 14,  2005,  the  Company  retired  the  entire  class  of  Series B
Convertible  Preferred  Stock to the  status  of  authorized  but  unissued  and
undesignated shares of Preferred Stock of the Company.


                                       20
<PAGE>

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

Overview
--------

On April 21, 2005, PetCARE Television Network,  Inc. changed its name to Medical
Media Television,  Inc.  ("Medical Media" or the "Company";  references to "we,"
"our" or "us" also mean the  Company).  Medical Media was organized as a Florida
corporation  on October 2, 1989. On April 22, 2005,  Medical  Media  organized a
wholly-owned subsidiary, PetCARE Television Network, Inc., a Florida corporation
("PetCARE TV"). Also on April 22, 2005, Medical Media organized AAMN Acquisition
Sub,  Inc., a  wholly-owned  Florida  corporation,  for the purpose of acquiring
African American Medical Network.

On May 4, 2005, the Company combined its issued and outstanding  Common Stock on
a 1:30 basis.  On May 10, 2005,  the Company issued a dividend of two (2) shares
of the Company's  restricted Common Stock for each share of Common Stock held by
shareholders of record as of May 10, 2005 with a payment date of May 17, 2005.

On May 11, 2005 the Company executed a Merger Agreement (the "Merger Agreement")
by and among AFMN,  Inc.,  a Delaware  corporation  ("AFMN"),  African  American
Medical  Network,   Inc.,  a  Florida  corporation  ("African  American  Medical
Network"),  and AAMN Acquisition Sub, Inc. ("AAMN  Acquisition Sub") whereby the
Company  will  acquire  100% of the capital  stock of African  American  Medical
Network in exchange for 14,865,657 shares of our Common Stock.  African American
Medical   Network   provides   educational   programming  to  patients   through
installation of TV/DVD viewing  systems in doctors'  offices serving the African
American  population.  Pursuant  to the  terms  of the  Merger  Agreement,  AAMN
Acquisition Sub will be merged with and into African  American  Medical Network,
and AFMN will receive the aforementioned shares of Medical Media in exchange for
all of the  outstanding  shares of  capital  stock of African  American  Medical
Network  owned by AFMN.  Pursuant  to the  terms of the  Merger  Agreement,  the
Company  intends to file a Registration  Statement on Form S-4 ("Form S-4") with
the Securities and Exchange  Commission  (the "SEC")  registering the 14,865,657
shares of Common Stock the Company will issue to AFMN. The closing of the Merger
Agreement  will occur within three (3) business  days of the date upon which the
Form S-4 is declared  effective by the SEC. The Company intends to file the Form
S-4 as soon as practical.

We are a development stage company,  and as such, have devoted our efforts since
inception  to  developing  and   implementing   our  business  plan.  Since  the
commencement of the  implementation of our current business plan (June 2002), we
have devoted our efforts to the following activities:

      o     Raising capital;
      o     Producing our programming;
      o     Securing advertisers for our programming;
      o     Securing equipment;
      o     Producing marketing materials for veterinarians and advertisers;
      o     Contracting for subscription audits;
      o     Securing veterinary office locations to show our programming;
      o     Shipping equipment and educational programming to veterinarians; and
      o     Establishing a presence at trade shows.

Our goal is to be  recognized  as a  leading  provider  of  advertiser-supported
patient/client  medical  education  programming  within  the  place-based  media
environment of medical specialty offices nationwide.

Through  PetCARE  TV, we  provide  educational  programming  focused  on optimal
healthcare for animal  companions  and targeted to pet owners.  While pet owners
are seated in their  veterinarian's  reception area, our DVD magazine is played,
with  an  encouraging   theme  throughout  each  segment  to  "just  ask"  their


                                       21
<PAGE>

veterinarian  about current  techniques,  products and services  available.  The
programming is funded, in part, by commercial  advertisers that are reviewed and
approved by our Veterinary  Advisory Board, a distinguished  group of veterinary
professionals  committed to providing  quality  educational,  entertaining,  and
encouraging  veterinary health programming.  Our programming is obtained through
an annual or three-year  subscription,  with a TV/DVD viewing system included in
the  three-year   plan.   Updated  DVD  magazines  are  mailed  monthly  to  all
subscribers.

We have expended  approximately  $4,600,000  through June 30, 2005 in developing
our  business  plan,  which  included  placing  systems in  approximately  3,000
veterinary offices, and the completion of production,  replication, and delivery
of our monthly DVD  magazines.  For the period  from the  implementation  of our
current  business  plan (June 2002)  through  June 30, 2005,  we have  generated
$17,049 of revenue and have $39,472 of deferred revenue from subscription  sales
to  veterinarian  offices,  $86,928 from  advertising  and $14,519 from sales of
Welcome  Home Your New  Friend  (educational  DVDs for new pet  owners,  sold to
veterinarians who distribute them to their clients).

PetCARE TV's website  (www.petcaretv.com)  was developed in  cooperation  with a
third party consultant.  We use our website primarily as an information tool for
prospective  subscribers  and  advertisers  who can log on to find out about our
business.  Prospective  subscribers are allowed to view our current programming,
review frequently asked questions,  review our subscription  process,  and print
out a subscription agreement.

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.

Revenue Recognition
-------------------

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

Plan of Operations
------------------

Results of Operations - Inception (October 2, 1989) to June 30, 2005
--------------------------------------------------------------------

From  inception to June 30, 2005, we had losses  totaling  $5,532,933.  For this
period, our general and administrative  costs totaled $2,804,653 or 59% of total
operating  expenses.  DVD  production  costs  totaled  $455,103  or 10% of total
operating  expenses,  and sales and marketing costs totaled $1,361,728 or 29% of
total operating  expenses.  The remainder of operating expense is represented by
depreciation  and  amortization  that totaled  $152,267 or 3% of total operating
expenses.


                                       22
<PAGE>

Results of Operations - Comparison of Three Months Ending June 30, 2005 and 2004
--------------------------------------------------------------------------------

For the  three-month  period  ending  June  30,  2005,  we had  losses  totaling
$494,029,  compared  to  losses of  $539,638  for the same  period in 2004.  The
decrease of $45,609 is  primarily  a result of  efficiencies  in DVD  production
costs  and  reductions  in sales  and  marketing  expense  partially  offset  by
increases in interest expense.  For the three-month period ending June 30, 2005,
our general and administration costs totaled $241,897,  compared to $234,090 for
the same period in 2004. Our DVD production costs totaled $40,604 for the period
ending  June 30,  2005,  compared  to $73,584  for the same  period in 2004.  We
associate this change to the implementation of production efficiencies and other
cost  saving  methods  offset  by  increased  production  costs  related  to the
Company's  conversion from quarterly to monthly DVD distribution.  Our sales and
marketing  costs  totaled  $70,617 for the three  months  ending June 30,  2005,
compared to $133,644 for the same period in 2004.  This  decrease is a result of
reductions in salary and trade show expense. Depreciation and amortization costs
totaled $1,559 for the three months ended June 30, 2005.

Results of Operations - Comparison of Six Months Ending June 30, 2005 and 2004
------------------------------------------------------------------------------

For the six-month period ending June 30, 2005, we had losses totaling  $960,945,
compared to losses of  $1,115,703  for the same period in 2004.  The decrease of
$154,758  is  primarily  a  result  of  efficiencies  in DVD  production  costs,
decreases  in general  and  administration  costs  primarily  as a result of the
reduction of fund raising costs in 2005 as compared to 2004,  and  reductions in
sales and marketing  expense  partially offset by increases in interest expense.
For the six-month  period ending June 30, 2005,  our general and  administration
costs totaled  $414,467,  compared to $614,879 for the same period in 2004. This
decrease of $200,412 is primarily  attributed  to fees and costs  related to our
fund raising efforts during 2004  ($155,000).  Our DVD production  costs totaled
$77,123 for the period  ending June 30, 2005,  compared to $102,804 for the same
period in 2004.  We associate  this change to the  implementation  of production
efficiencies and other cost saving methods offset by increased  production costs
related to the Company's  conversion from quarterly to monthly DVD distribution.
Our sales and marketing  costs totaled  $191,027 for the six-months  ending June
30,  2005,  compared to $238,096 for the same period in 2004.  Depreciation  and
amortization costs totaled $2,786 for the three months ended June 30, 2005.

Liquidity and Capital Resources
-------------------------------

As of August 5, 2005, we had cash on hand of approximately $22,000, which is not
enough to satisfy our operating  requirements  through August 31, 2005. If we do
not  generate  revenues  or secure  debt or equity  financing  before the end of
August 2005, we will be unable to sustain our current  level of  operations  and
may have to cut back or shut down our  operations  at that time.  To satisfy our
operating  requirements  through December 2005, we estimate that we will need an
additional $600,000.

On May 16,  2002,  we issued a  non-interest  bearing  promissory  note to James
Calaway, a shareholder and former director,  in the original principal amount of
$100,000 (the "Calaway  Note").  At June 30, 2005, the principal  balance due on
the Calaway Note was $91,500.

In  June  2002,  we  issued  the  following  shareholders  non-interest  bearing
promissory  notes  (the  "Hugo/Turner  Notes"),  all of which  remained  due and
payable at June 30, 2005:

      o     Daniel V. Hugo, a former officer/director, in the amount of $25,000;
      o     Robert and Janna Hugo, in the amount of $6,000; and
      o     Robert and Jamie Turner, in the amount of $5,000.

On March 10, 2003,  May 28, 2003,  June 6, 2003,  and July 1, 2003 Medical Media
entered  into Note  Purchase and Security  Agreement(s)  and Senior  Convertible
Promissory  Note(s) (the "Edge  Notes") with


                                       23
<PAGE>

Pet Edge,  LLC ("Edge").  Edge was organized for the sole purpose of funding our
business  plan.  Under the terms of the Edge  Notes,  Edge  loaned  the  Company
$1,000,000,  $50,000, $50,000, and $275,000 respectively with simple interest at
the rate of ten percent (10%) per annum.  All principal and accrued  interest on
the Edge Notes was due March 9, 2006,  May 27, 2006,  June 5, 2006, and June 30,
2006  respectively.  The Edge  Notes  could not be  prepaid  in whole or in part
without the written consent of Edge. To secure the Company's  obligations  under
the Edge Notes, the Company granted Edge a first priority  security  interest on
all of its assets owned as of the date of the Edge Notes and acquired during the
term of the Edge  Notes.  The  principal  and  interest  on the Edge  Notes  was
convertible  into  shares of Common  Stock of the  Company  at $.246 per  share.
Pursuant to the terms of the Debt Exchange  Agreement dated July 8, 2005 between
Edge and the Company ("Edge Debt Exchange Agreement"), the Edge Notes, including
accrued  interest  through July 8, 2005, were converted into 1,682,044 shares of
the  Company's  Series A Zero Coupon  Preferred  Stock and  2,102,556  five-year
Warrants to purchase hares of Common Stock of Medical Media Television,  Inc. at
a strike price of fifteen cents ($0.15)  ("Edge Debt  Exchange  Warrants").  See
"Subsequent Events" for further details.

On June 10, 2003,  Medical  Media  entered into a Note  Purchase  Agreement  and
Convertible  Promissory  Note with Dr. Mark  Maltzer  (the  "Maltzer  Note"),  a
director at the time of the  transaction.  Under the terms of the Maltzer  Note,
Dr.  Maltzer  loaned the Company  $50,000 with simple  interest at a rate of ten
percent  (10%) per annum.  All  principal  and accrued  interest was due June 9,
2006. The principal and interest on the Maltzer Note was convertible into shares
of Common Stock of the Company at $.246 per share.  Pursuant to the terms of the
Debt Exchange  Agreement  dated July 8, 2005 between Dr. Maltzer and the Company
("Maltzer Debt Exchange Agreement") the Maltzer Note, including accrued interest
through July 8, 2005, was converted into 60,411 shares of the Company's Series B
Zero Coupon Preferred Stock and 45,308 five-year  Warrants to purchase shares of
Common  Stock of Medical  Media  Television,  Inc. at a strike  price of fifteen
cents ($0.15) ("Maltzer Debt Exchange  Warrants").  See "Subsequent  Events" for
further details.

On February 13, 2004,  Medical Media entered into a Note Purchase Agreement with
Victus Capital, LP, a Delaware limited partnership  ("Victus") and issued Victus
a Subordinated  Convertible  Promissory Note (the "Victus February Note"). Under
the terms of the Victus February Note, Victus loaned us $1,000,000 with interest
of $62,500 per quarter.  In order to insure that  interest  payments  were made,
$250,000 of the principal amount of the Victus February Note was delivered to an
escrow agent to be held for the purpose of making quarterly interest payments to
Victus.  Prior to the maturity date of the Victus February Note,  Victus had the
option to convert the  principal and any  outstanding  interest into shares of a
subsequent  private  offering of Preferred  Stock,  or into shares of our Common
Stock at a price of $.375 per share.  Upon  acceleration  or  conversion  of the
Victus February Note, any unpaid balance in the escrow account would be returned
to Victus. In May 2004,  Medical Media issued 357,143 (11,905 post split) shares
of  Common  Stock at $.70  ($2.10  post-split)  per share  and  714,286  (23,810
post-split) Common Stock Purchase Warrants ("Victus February  Warrants") in lieu
of  $250,000 in  interest  due on the Victus  February  Note.  Accordingly,  the
$250,000  being held in escrow was  released to the Company in exchange  for the
shares  and the  Victus  February  Warrants.  Each  Victus  February  Warrant is
exercisable  into  shares  of  the  Company's  Common  Stock  at  $1.00  ($30.00
post-split)  per share and are  exercisable  at any time for five years from the
date of issuance.  The Victus  February  Note,  the shares of Common Stock,  and
Victus  February  Warrants  were issued under the  exemption  from  registration
provided in Section 4(2) of the Securities Act of 1933 (the  "Securities  Act").
In March 2005, Vicis Capital Master Fund, a fund managed by Vicis Capital, LP, a
Delaware  limited  partnership  ("Vicis  Capital")  acquired  certain  assets of
Victus.  Included in the acquisition  were the Victus February Note, the 357,143
(11,905  post-split)  shares of the  Company's  Common  Stock,  and the  714,286
(23,810  post-split) Victus February Warrants  discussed above.  Pursuant to the
terms of a Debt Exchange  Agreement dated July 8, 2005 between Vicis Capital and
the Company ("Vicis Capital Debt Exchange  Agreement") the Victus February Note,
including  accrued  interest  through July 8, 2005, was converted into 1,100,000
shares  of the  Company's  Series B Zero  Coupon  Preferred  Stock  and  825,000
Warrants to purchase shares of Common Stock of


                                       24
<PAGE>

Medical  Media  Television,  Inc.  at a strike  price of fifteen  cents  ($0.15)
("Vicis Capital Debt Exchange  Warrants").  See "Subsequent  Events" for further
details.

On July 27, 2004,  Medical  Media entered into a Note  Purchase  Agreement  with
Victus and issued a  Subordinated  Convertible  Promissory  Note  ("Victus  July
Note"),  and  Warrant  to  Purchase  Shares of Common  Stock (the  "Victus  July
Warrant"). Under the terms of the Victus July Note, Victus loaned us $1,000,000,
at an annual rate of interest of twenty percent (20%) compounded  semi-annually.
The  Victus  July Note had a term of twelve  months;  however  the term could be
extended by the parties for an  additional  12 months.  For the first year,  the
Company had the right to pay  interest on the Victus July Note with  registered,
freely  transferable  Common Stock,  valued at a ten percent  (10%)  discount to
market.  On the date of maturity,  the Victus July Note was convertible,  at the
option of the  holder,  into our  pre-split  shares of Common  Stock at $.40 per
share. Pursuant to the terms of the Victus July Warrant,  Victus may purchase up
to 2,500,000 (83,333 post-split) shares of our Common Stock at an exercise price
of $0.75 ($22.50  post-split)  until the  expiration  date of July 26, 2009. The
Victus July Note may not be  converted  and the Victus  July  Warrant may not be
exercised to the extent that Victus' overall  ownership of the Company's  Common
Stock  exceeds  4.99%,  unless such  limitation is waived by Victus upon no less
than sixty-one days (61) advance  written notice.  In March 2005,  Vicis Capital
acquired  certain assets of Victus.  Included in the acquisition were the Victus
July Note and the Victus July Warrant discussed above.  Pursuant to the terms of
the Vicis  Capital  Debt  Exchange  Agreement,  the Victus July Note,  including
interest  accrued  through July 8, 2005, was converted into 1,189,589  shares of
the  Company's  Series B Zero Coupon  Preferred  Stock and 892,192 Vicis Capital
Debt  Exchange  Warrants  at a  strike  price  of  fifteen  cents  ($0.15).  See
"Subsequent Events" for further details.

On July 28, 2004, in connection  with the Victus July Note,  the Company  issued
TotalCFO,  LLC a Warrant to Purchase  Shares of Common Stock for 300,000 (10,000
post-split)  shares of the Company's  Common Stock at $0.75 ($22.50  post-split)
per share over a period of five years.

On March 11, 2005,  the Company issued to Vicis Capital its Series A Convertible
Debentures  ("Series A  Debentures"),  Series A Common Stock Purchase  Warrants,
Series B Common Stock  Purchase  Warrants,  and Series C Common  Stock  Purchase
Warrants  pursuant to the exemption from  registration  found in Section 4(2) of
Regulation  D under the  Securities  Act of 1933.  Pursuant  to the terms of the
Series A Debentures, Vicis Capital loaned the Company $250,000 at an annual rate
of interest of fifteen  percent (15%).  The Series A Debentures had a term of 24
months and the Company had the option to pay the interest  semi-annually in cash
or in shares of its  registered  Common Stock at a ten percent (10%) discount to
the market  price based on the average of the twenty (20)  trading days prior to
the payment of the interest. On the date of maturity of the Series A Debentures,
Vicis  Capital had the option to convert the Series A Debentures  into shares of
the  Company's  Common Stock at a price of $0.10 ($3.00  post-split)  per share.
Under the terms of the Series A Common Stock  Purchase  Warrants,  Vicis Capital
may purchase up to 2,500,000 (83,335  post-split) shares of the Company's Common
Stock at an exercise price of $.10 ($3.00  post-split)  per share for a ten-year
period.  Under the terms of the Series B Common Stock Purchase  Warrants,  Vicis
Capital may purchase up to 2,500,000 (83,335 post-split) shares of the Company's
Common Stock at an exercise price of $0.125 ($3.75  post-split)  per share for a
five-year  period.  Under  the  terms  of the  Series C  Common  Stock  Purchase
Warrants,  Vicis Capital may purchase up to 1,250,000 (41,670 post-split) shares
of the Company's  Common Stock at an exercise  price of $.10 ($3.00  post-split)
per share for a one-year period.  The Series A Debentures and Series A, B, and C
Common Stock Purchase  Warrants may not be converted and exercised to the extent
that Vicis  Capital's  overall  ownership of the Company's  Common Stock exceeds
4.99%,  unless  such  limitation  is waived by Vicis  Capital  upon no less than
sixty-one days (61) advance written  notice.  Pursuant to the terms of the Vicis
Capital Debt Exchange  Agreement,  the Series A Debentures,  including  interest
accrued  through  July 8,  2005,  were  converted  into  262,329  shares  of the
Company's  Series B Zero Coupon  Preferred  Stock and 196,747 Vicis Capital Debt
Exchange  Warrants at a strike price of fifteen cents ($0.15).  See  "Subsequent
Events" for further details.


                                       25
<PAGE>

As a  result  of fees  incurred  in  connection  with the  Series  A  Debentures
mentioned  above,  the Company issued Common Stock Purchase  Warrants to MidTown
Partners  &  Co.,  LLC to  purchase  50,000  (1,667  post-split)  shares  of the
Company's Common Stock at an exercise price of $.10 ($3.00 post-split) per share
for a term of five (5) years.

On May 6, 2005,  the Company  issued to Vicis  Capital its Series B  Convertible
Debentures  ("Series B  Debentures"),  Series D Common Stock Purchase  Warrants,
Series E Common Stock  Purchase  Warrants,  and Series F Common  Stock  Purchase
Warrants  pursuant to the exemption from  registration  found in Section 4(2) of
Regulation  D under the  Securities  Act of 1933.  Pursuant  to the terms of the
Series B Debentures, Vicis Capital loaned the Company $250,000 at an annual rate
of interest of fifteen percent (15%).  The Series B Debentures have a term of 24
months and the Company has the option to pay the interest  semi-annually in cash
or in shares of its  registered  Common Stock at a ten percent (10%) discount to
the market  price based on the average  five (5) days  Volume  Weighted  Average
Closing Price of the Company's  Common Stock for the five (5) trading days prior
to payment.  On the date of maturity of the Series B  Debentures,  Vicis Capital
has the option to convert into post-split  shares of the Company's  Common Stock
at a price of $2.40 per  share.  Under the  terms of the  Series D Common  Stock
Purchase Warrants, Vicis Capital may purchase up to 104,167 post-split shares of
the  Company's  Common  Stock at an exercise  price of $2.40 per share for a ten
(10)  year  period.  Under  the  terms of the  Series E  Common  Stock  Purchase
Warrants,  Vicis  Capital may  purchase up to 104,167  post-split  shares of the
Company's  Common  Stock at an exercise  price of $2.40 per share for a five (5)
year  period.  Under the terms of the Series F Common Stock  Purchase  Warrants,
Vicis  Capital may  purchase up to 104,167  post-split  shares of the  Company's
Common Stock at an exercise price of $2.40 per share for a one-year period.  The
Series B Debentures  and Series D, E, and F Common Stock  Purchase  Warrants may
not be  converted  and  exercised  to the extent  that Vicis  Capital's  overall
ownership of the Company's  Common Stock,  giving effect to that  conversion and
together  with the right to receive any Common  Stock  within  sixty days of the
conversion  date, will exceed 4.99% of the Company's  outstanding  stock at that
time.

As a  result  of fees  incurred  in  connection  with the  Series  B  Debentures
mentioned above,  the Company issued Series D Common Stock Purchase  Warrants to
MidTown  Partners  & Co.,  LLC  to  purchase  20,000  post-split  shares  of the
Company's  Common  Stock at an  exercise  price of $2.40 per share for a term of
five years.

From  inception   through  June  30,  2005,  we  incurred  interest  expense  of
approximately   $862,000.   This  amount  includes  accrued  interest   totaling
approximately  $606,000  related to the Edge Notes, the Maltzer Note, the Victus
February Note, Victus July Note, Series A Debentures, and Series B Debenture. It
also includes  $250,000  payment of interest related to the Victus February Note
(in May 2004, we issued 357,143 (11,905  post-split)  shares of our Common Stock
at $.70 ($21.00  post-split)  per share and 714,286 (23,810  post-split)  Common
Stock Purchase  Warrants in lieu of $250,000 in interest due) and  approximately
$6,000 in interest paid.

If we do not generate  revenues or secure debt or equity  financing,  we will be
unable to pay one or more of the obligations referenced above.

Forward-Looking Statements. Information included or incorporated by reference in
this Form 10-QSB may contain  forward-looking  statements,  which we believe are
within the meaning of the  Securities  Exchange  Act of 1934,  as amended.  This
information may involve known and unknown risks, uncertainties and other factors
which may cause our actual results, performance or achievements to be materially
different  from the future  results,  performance or  achievements  expressed or
implied by any forward-looking  statements.  Forward-looking  statements,  which
involve assumptions and describe our future plans,  strategies and expectations,
are  generally  identifiable  by use  of  the  words  "may,"  "will,"  "should,"
"expect,"  "anticipate,"  "estimate,"  "believe,"  "intend" or "project," or the
negative  of these  words  or other  variations  on  these  words or  comparable
terminology.


                                       26
<PAGE>

Item 3.           Controls and Procedures.

Evaluation of Disclosure Controls and Procedures
------------------------------------------------

As of the end of the period covered by this report,  the Company  carried out an
evaluation,  under the supervision and with the  participation  of the Company's
Principal Executive Officer and Principal Financial Officer of the effectiveness
of the design and operation of the Company's disclosure controls and procedures.
The Company's  disclosure  controls and  procedures  are designed to ensure that
information  required  to be  disclosed  by us in the  reports we file or submit
under the Exchange Act is recorded,  processed,  summarized and reported, within
the time periods specified in the Securities and Exchange Commission's rules and
forms. The Company's Principal Executive Officer and Principal Financial Officer
have concluded  that the Company's  disclosure  controls and procedures  are, in
fact, effective at this reasonable assurance level as of the period covered.

Changes in Internal Controls Over Financial Reporting
-----------------------------------------------------

In connection with the evaluation of the Company's  internal controls during the
Company's quarter ended June 30, 2005, the Company's Principal Executive Officer
and Principal Financial Officer have determined that there are no changes to the
Company's  internal  controls  over  financial  reporting  that have  materially
affected,  or are reasonably likely to materially effect, the Company's internal
controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.


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

On May 6, 2005,  the Company  issued to Vicis  Capital its Series B  Convertible
Debentures  ("Series B  Debentures"),  Series D Common Stock Purchase  Warrants,
Series E Common Stock  Purchase  Warrants,  and Series F Common  Stock  Purchase
Warrants  pursuant to the exemption from  registration  found in Section 4(2) of
Regulation  D under the  Securities  Act of 1933.  Pursuant  to the terms of the
Series B Debentures, Vicis Capital loaned the Company $250,000 at an annual rate
of interest of fifteen percent (15%).  The Series B Debentures have a term of 24
months and the Company has the option to pay the interest  semi-annually in cash
or in shares of its  registered  Common Stock at a ten percent (10%) discount to
the market  price based on the average  five (5) days  Volume  Weighted  Average
Closing Price of the Company's  Common Stock for the five (5) trading days prior
to payment.  On the date of maturity of the Series B  Debentures,  Vicis Capital
has the option to convert into post-split  shares of the Company's  Common Stock
at a price of $2.40 per  share.  Under the  terms of the  Series D Common  Stock
Purchase Warrants, Vicis Capital may purchase up to 104,167 post-split shares of
the  Company's  Common  Stock at an exercise  price of $2.40 per share for a ten
(10)  year  period.  Under  the  terms of the  Series E  Common  Stock  Purchase
Warrants,  Vicis  Capital may  purchase up to 104,167  post-split  shares of the
Company's  Common  Stock at an exercise  price of $2.40 per share for a five (5)
year  period.  Under the terms of the Series F Common Stock  Purchase  Warrants,
Vicis  Capital may  purchase up to 104,167  post-split  shares of the  Company's
Common Stock at an exercise price of $2.40 per share for a one-year period.  The
Series B Debentures  and Series D, E, and F Common Stock  Purchase  Warrants may
not be  converted  and  exercised  to the extent  that Vicis  Capital's  overall
ownership of the Company's  Common


                                       27
<PAGE>

Stock,  giving effect to that  conversion and together with the right to receive
any Common Stock within sixty days of the conversion  date, will exceed 4.99% of
the Company's outstanding stock at that time.

As a  result  of fees  incurred  in  connection  with the  Series  B  Debentures
mentioned above,  the Company issued Series D Common Stock Purchase  Warrants to
MidTown  Partners  & Co.,  LLC  to  purchase  20,000  post-split  shares  of the
Company's  Common  Stock at an  exercise  price of $2.40 per share for a term of
five years.


Item 3. Defaults upon Senior Securities.

None.


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

A Written Action of a Majority of the  Shareholders  in Lieu of Special  Meeting
was signed on April 6, 2005,  in which  7,079,471  shares of the total shares of
Common Stock outstanding of 13,091,685 (54.07%) approved the Memorandum of Terms
for the Company's  acquisition  of African  American  Medical  Network,  Inc., a
wholly-owned  subsidiary of AFMN,  Inc., and  authorized the Company's  Board of
Directors to (i) change the  Company's  corporate  name from PetCARE  Television
Network,  Inc. to Medical  Media  Television,  Inc.;  (ii) combine the Company's
issued and  outstanding  Common  Stock on a 1:30 basis,  effective  as of May 4,
2005;  and (iii) declare and issue a dividend of two (2) shares of the Company's
restricted  Common Stock for each share of Common Stock held by  shareholders of
record as of May 10, 2005.

Item 5. Other Information.

Subsequent Events
-----------------

Debt Exchange Agreement with Pet Edge, LLC
------------------------------------------

On July 8, 2005,  the Company  entered into a Debt Exchange  Agreement with Edge
whereby Edge agreed to cancel the Edge Notes in exchange for 1,682,044 shares of
the  Company's  Series A Zero  Coupon  Preferred  Stock  (described  below)  and
2,102,556 Edge Debt Exchange Warrants  (described  below).  Pursuant to the Edge
Debt Exchange  Agreement,  the Edge Notes were cancelled and (a) the obligations
of the Company to pay the principal of, interest on or redemption premium on the
Edge Notes  terminated;  (b) the  obligations of the Company to pay any interest
remaining unpaid in respect of the Edge Notes terminated; (c) all obligations of
Edge  pursuant  to the Edge Notes  terminated;  and (d) all  obligations  of the
Company in respect of the  cancelled  Edge Notes  terminated.  The Company  also
agreed to file, at its sole cost and expense,  a Registration  Statement on Form
S-4 no later than  forty-five  (45) days after the closing  registering  (a) all
shares of Common  Stock  issuable  upon  conversion  of the Series A Zero Coupon
Preferred  Stock,  and (b) all shares of Common Stock  issuable upon exercise of
the Edge Debt Exchange  Warrants.  The Company agreed to use its best efforts to
have the Form S-4 declared  effective within one hundred twenty (120) days after
closing.  The Series A Zero Coupon  Preferred  Stock and the Edge Debt  Exchange
Warrants  were  issued  pursuant to the  exemption  from  registration  found in
Section 3(a)(9) of the Securities Act of 1933.

Debt Exchange Agreements with Vicis Capital Master Fund and Mark Maltzer
------------------------------------------------------------------------

On July 8, 2005, the Company  entered into a Debt Exchange  Agreement with Vicis
Capital whereby Vicis Capital agreed to cancel the Victus February Note,  Victus
July Note and the Series A Debentures


                                       28
<PAGE>

(collectively,  the "Vicis Capital  Notes") in exchange for 2,551,918  shares of
Series B Zero Coupon  Preferred  Stock  (described  below) and  1,913,939  Vicis
Capital Debt Exchange Warrants (described below).  Pursuant to the Vicis Capital
Debt Exchange  Agreement,  the Vicis  Capital  Notes were  cancelled and (a) the
obligations  of the Company to pay the principal  of,  interest on or redemption
premium  on the Vicis  Capital  Notes  terminated;  (b) the  obligations  of the
Company to pay any  interest  remaining  unpaid in respect of the Vicis  Capital
Notes  terminated;  (c) all  obligations of Vicis Capital  pursuant to the Vicis
Capital Notes  terminated;  and (d) all obligations of the Company in respect of
the cancelled Vicis Capital Notes terminated.

Also on July 8, 2005,  the Company  entered into a Debt Exchange  Agreement with
Maltzer whereby Maltzer agreed to tender the Maltzer Note in exchange for 60,411
shares of the Company's  Series B Zero Coupon Preferred Stock and 45,308 Maltzer
Debt Exchange Warrants (described below).  Pursuant to the Maltzer Debt Exchange
Agreement, the Maltzer Note was cancelled and (a) the obligations of the Company
to pay the principal of,  interest on or redemption  premium on the Maltzer Note
terminated;  (b) the  obligations  of the Company to pay any interest  remaining
unpaid in respect of the Maltzer Note terminated; (c) all obligations of Maltzer
pursuant to the Maltzer Note terminated;  and (d) all obligations of the Company
in respect of the cancelled Maltzer Note terminated.

The Series B Zero  Coupon  Preferred  Stock,  the Vicis  Capital  Debt  Exchange
Warrants  and the Maltzer Debt  Exchange  Warrants  were issued  pursuant to the
exemption from  registration  found in Section  3(a)(9) of the Securities Act of
1933.

Series A Zero Coupon Preferred Stock

The Company's Series A Zero Coupon  Preferred Stock is non-voting  capital stock
and has a stated value of $1.00 per share and is convertible  into the Company's
Common  Stock at the option of the holder any time after the date of issuance at
the  initial  rate of $2.40 per share.  The  holders of the Series A Zero Coupon
Preferred  Stock will be entitled to receive,  when and if declared by the Board
of Directors,  dividends on parity with holders of the  Company's  Common Stock.
Any dividend or other distribution meeting these requirements will be payable in
an amount  equal to the  product  of (a) the  dividend  payable on each share of
Common  Stock  and (b) the  number  of shares  of  Common  Stock  issuable  upon
conversion of a share of Series A Zero Coupon Preferred Stock, calculated on the
record date for  determination of holders entitled to receive such dividend.  In
addition, in the event of any voluntary or involuntary liquidation, dissolution,
or  winding up of the  Company,  the  holders of shares of Series A Zero  Coupon
Preferred  Stock  are  entitled  to be  paid  out of the  assets  available  for
distribution  before any payment shall be made to the holders of Common Stock or
any other class or series of stock ranking on liquidation junior to the Series A
Zero  Coupon  Preferred  Stock,  an amount  equal to One Million  Three  Hundred
Seventy Five Thousand and No/100 Dollars  ($1,375,000).  The holders of Series A
Zero Coupon  Preferred Stock also have preemptive  rights to purchase any equity
securities,  debt  securities  possessing  rights,  preferences,  privileges and
limitations  similar to equity  securities,  or  rights,  options,  warrants  or
convertible or exchangeable  securities containing the right to subscribe for or
purchase  shares of equity  securities  of the  Company  at the price and on the
terms and conditions the Company is offering them.

Series B Zero Coupon Preferred Stock

The Company's Series B Zero Coupon  Preferred Stock is non-voting  capital stock
and has a stated value of $1.00 per share and is convertible  into the Company's
Common  Stock at the option of the holder any time after the date of issuance at
the  initial  rate of $3.00 per share.  The  holders of the Series B Zero Coupon
Preferred  Stock will be entitled to receive,  when and if declared by the Board
of Directors,  dividends on parity with holders of the  Company's  Common Stock.
Any dividend or other distribution meeting these requirements will be payable in
an amount  equal to the  product  of (a) the  dividend  payable


                                       29
<PAGE>

on each  share of  Common  Stock and (b) the  number  of shares of Common  Stock
issuable  upon  conversion of a share of Series B Zero Coupon  Preferred  Stock,
calculated on the record date for  determination  of holders entitled to receive
such  dividend.  In  addition,  in the  event of any  voluntary  or  involuntary
liquidation, dissolution, or winding up of the Company, the holders of shares of
Series B Zero Coupon  Preferred  Stock are entitled to be paid out of the assets
available  for  distribution  after taking into account the Series A Zero Coupon
Preferred Stock liquidation preference,  but before any payment shall be made to
the  holders of Common  Stock or any other  class or series of stock  ranking on
liquidation  junior to the Series B Zero Coupon Preferred Stock, an amount equal
to Two Million Three Hundred Thousand and No/100 Dollars ($2,300,000).

Edge Debt Exchange  Warrants,  Vicis Capital Debt Exchange  Warrants and Maltzer
Debt Exchange Warrants

The Edge Debt  Exchange  Warrants,  Vicis  Capital  Debt  Exchange  Warrants and
Maltzer  Debt  Exchange  Warrants  entitle the holder to purchase  shares of the
Company's  Common  Stock at a price of fifteen  cents  ($0.15)  per  share.  The
warrants  may be exercised in whole or in part at any time or from time to time,
prior to July 7, 2010.

Amendment to Articles of Corporation
------------------------------------

In connection with the Debt Exchange  Agreements  discussed  above, the Board of
Directors of the Company approved the Certificates of Designations, Preferences,
Rights and Limitations for the Series A Zero Coupon Preferred Stock and Series B
Zero Coupon  Preferred  Stock,  and,  on July 14,  2005,  the  Company  filed an
amendment to its Articles of Incorporation, which designated 1,682,044 shares of
the  authorized  and  unissued  preferred  stock of the Company as Series A Zero
Coupon  Preferred  Stock and  2,612,329  shares of the  authorized  and unissued
preferred stock of the Company as Series B Zero Coupon Preferred Stock.

Also on July 14,  2005,  the  Company  retired  the  entire  class  of  Series B
Convertible  Preferred  Stock to the  status  of  authorized  but  unissued  and
undesignated shares of preferred stock of the Company.

Item 6. Exhibits.

     2.1  Merger Agreement by and among African American Medical Network,  Inc.,
          AFMN,  Inc., AAMN  Acquisition Sub, Inc. and the Company dated May 11,
          2005, previously filed as an Exhibit to the Company's Quarterly Report
          on  Form  10-QSB  filed  with  the  Commission  on  May  16,  2005  is
          incorporated herein by reference.

     3.1  Amended and Restated Articles of Incorporation, previously filed as an
          Exhibit to the  Company's  Registration  Statement  on Form SB-2 filed
          with the  Commission  on June 4, 2003,  as amended,  are  incorporated
          herein by reference.

     3.2  Articles of  Amendment  to the  Articles of  Incorporation  previously
          filed as an Exhibit to the  Company's  Registration  Statement on Form
          SB-2  filed  with the  Commission  on June 4, 2003,  as  amended,  are
          incorporated herein by reference.

     3.3  Articles of  Amendment to the  Articles of  Incorporation,  previously
          filed as an Exhibit to the  Company's  Registration  Statement on Form
          SB-2  filed  with the  Commission  on June 4, 2003,  as  amended,  are
          incorporated herein by reference.

     3.4  Articles of  Amendment to the  Articles of  Incorporation,  previously
          filed as an Exhibit to the Company's  Quarterly  Report on Form 10-QSB
          filed with the Commission on August 18, 2004, are incorporated  herein
          by reference.

     3.5  Articles of  Amendment to the  Articles of  Incorporation,  previously
          filed as an  Exhibit to the  Company's  Annual  Report on Form  10-KSB
          filed with the Commission on March 31, 2005, are  incorporated  herein
          by reference.

     3.6  Articles of  Amendment to the  Articles of  Incorporation,  previously
          filed as an Exhibit to the  Company  Quarterly  Report on Form  10-QSB
          filed with the Commission on May 16, 2005, are incorporated  herein by
          reference.

    *3.7  Articles of Amendment to the Articles of  Incorporation  filed on July
          14, 2005.

     3.8  Bylaws of PetCARE  Television  Network,  Inc.  previously  filed as an
          Exhibit to the  Company's  Registration  Statement  on Form SB-2 filed
          with the  Commission  on June 4, 2003,  as amended,  are  incorporated
          herein by reference.

     4.1  Certificate of  Designations  Rights and  Preferences of Series A Zero
          Coupon Preferred Stock included as part of Exhibit 3.7.

     4.2  Certificate of  Designations  Rights and  Preferences of Series B Zero
          Coupon Preferred Stock included as part of Exhibit 3.7.

   *10.1  Common Stock Purchase  Warrant  issued to Midtown  Partners & Co., LLC
          dated March 16, 2005.

   *10.2  Series B Convertible  Debenture  issued to Vicis  Capital  Master Fund
          dated May 6, 2005.

   *10.3  Series D Common Stock Purchase  Warrant issued to Vicis Capital Master
          Fund dated May 6, 2005.

   *10.4  Series E Common Stock Purchase  Warrant issued to Vicis Capital Master
          Fund dated May 6, 2005.

   *10.5  Series F Common Stock Purchase  Warrant issued to Vicis Capital Master
          Fund dated May 6, 2005.

   *10.6  Series D Common Stock Purchase  Warrant  issued to MidTown  Partners &
          Co., LLC dated May 6, 2005.

   *10.7  Debt Exchange  Agreement  between the Company and Pet Edge,  LLC dated
          July 8, 2005.

   *10.8  Debt  Exchange  Agreement  between the Company and Mark Maltzer  dated
          July 8, 2005.

   *10.9  Debt Exchange  Agreement  between the Company and Vicis Capital Master
          Fund dated July 8, 2005.

   *10.10 Common Stock  Purchase  Warrant  issued to Pet Edge, LLC dated July 8,
          2005.

   *10.11 Common Stock  Purchase  Warrant  issued to Mark Maltzer  dated July 8,
          2005.


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<PAGE>

  *10.12  Common Stock  Purchase  Warrant  issued to Vicis  Capital  Master Fund
          dated July 8, 2005.

   *31.1  Written  Statement of Chief Executive  Officer pursuant to Section 302
          of the Sarbanes-Oxley Act of 2002.

   *31.2  Written  Statement of Chief Financial  Officer pursuant to Section 302
          of the Sarbanes-Oxley Act of 2002.

   *32.1  Written  Statement of Chief Executive  Officer pursuant to Section 906
          of the Sarbanes-Oxley Act of 2002.

   *32.2  Written  Statement of Chief Financial  Officer pursuant to Section 906
          of the Sarbanes-Oxley Act of 2002.

* Filed herewith.


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<PAGE>

                                   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 9, 2005             MEDICAL MEDIA TELEVISION, INC.


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


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


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