================================================================================
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                  FORM 10-QSB

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

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                  For the quarterly period ended March 31, 2007

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
    EXCHANGE ACT OF 1934

    For the transition period from ___________________ to ____________________

                          Commission File No. 333-72376


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

                       MEDICAL CONNECTIONS HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

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


              FLORIDA                                         65-0920373
    (State or other jurisdiction of                        (I.R.S. Employer
    incorporation or organization)                        Identification No.)

                       2300 Glades Road Suite 202 E 33431
                               Boca Raton, Florida
               (Address of principal executive office) (Zip Code)

                                 (561) 353-1110
              Registrant's telephone number, including area code:

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


Indicate by a check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.                   Yes [X]     No [ ]

Indicate by a check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).                 Yes [ ]     No [X]

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock as of the latest practicable date:

   10,261,209 shares of Common Stock, $.001 par value as of May 9, 2007

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


<PAGE>


                                      INDEX


PART I. - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

         Condensed Consolidated Balance Sheet as at March 31, 2007
         (unaudited)

         Condensed Consolidated Statement of Operations for the
         Three Months Ended March 31, 2007 and March 31, 2006
         (unaudited)

         Condensed Consolidated Statements of Cash Flows for the
         Three Months Ended  March 31, 2007 and March 31, 2006
         (unaudited)

         Notes to Interim Financial Statements as of March 31, 2007
         (unaudited)

Item 2   Management's Discussion and Analysis or Plan of Operations

Item 3   Controls and Procedures

Exhibits

<PAGE>

               MEDICAL CONNECTIONS HOLDINGS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED BALANCE SHEET-UNAUDITED
                                 MARCH 31, 2007

<TABLE>
<S>                                                                            <C>
                                     ASSETS

CURRENT ASSETS
    Cash                                                                       $    736,276
    Accounts receivable, net                                                        501,761
                                                                               ------------
         TOTAL CURRENT ASSETS                                                     1,238,037
                                                                               ------------

PROPERTY AND EQUIPMENT
    Property and equipment                                                          843,585
    Less: accumulated depreciation                                                  (82,742)
                                                                               ------------
         NET PROPERTY AND EQUIPMENT                                                 760,843
                                                                               ------------

OTHER ASSETS
    Security deposit                                                                 28,540
                                                                               ------------

TOTAL ASSETS                                                                   $  2,027,420
                                                                               ============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
   Line of credit                                                              $     47,810
   Convertible debentures, net                                                    2,756,016
   Fair Value Derivative                                                            519,446
   Liability for stock to be issued                                                  65,058
   Accounts payable and accrued expenses                                            225,438
                                                                               ------------
          TOTAL CURRENT LIABILITIES                                               3,613,768
                                                                               ------------

LONG-TERM LIABILITIES
   Mortgage payable                                                                 459,452
                                                                               ------------

          TOTAL LIABILITIES                                                       4,073,220
                                                                               ------------

STOCKHOLDERS' EQUITY (DEFICIT)
   Preferred stock, Class A, $.001 par value; 1,000,000 shares authorized,
     183,366 issued and outstanding                                                     184
   Preferred stock, Class B, $.001 par value; 1,000,000 shares authorized,
     1,000,000 issued and outstanding                                                 1,000
   Common stock, $.001 par value, 25,000,000 shares authorized,
     10,194,329 shares issued and outstanding                                        10,194
   Additional paid-in capital                                                    11,281,154
   Accumulated deficit                                                          (13,338,332)
                                                                               ------------

          TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                   (2,045,800)
                                                                               ------------

TOTAL LIABILITIES AND STOCKHOLDERS'  EQUITY (DEFICIT)                          $  2,027,420
                                                                               ============
</TABLE>

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

                                       3
<PAGE>


               MEDICAL CONNECTIONS HOLDINGS, INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS-UNAUDITED
               FOR THE THREE MONTHS ENDED MARCH 31, 2007 AND 2006


                                                    2007             2006
                                                -----------      -----------
REVENUES                                        $ 1,147,829      $   243,739
                                                -----------      -----------

OPERATING EXPENSES
   Advertising and marketing                         87,484           44,343
   Administrative and other                         148,211           92,894
   Contract Labor                                   261,565          104,090
   Compensation and consulting                      542,760          265,000
   Costs of staffing business                       603,819               --
   Outside services                                  26,095           10,832
   Payroll                                          609,321          320,199
   Payroll taxes                                      3,641           43,664
   Professional fees                                 41,691           60,271
   Rent                                              28,544           24,424
   Telephone                                         17,498           17,938
   Travel and entertainment                          46,235           21,620
   Depreciation                                      12,122           11,000
                                                -----------      -----------
          TOTAL OPERATING EXPENSES                2,428,986        1,016,275
                                                -----------      -----------

   NET (LOSS) BEFORE OTHER INCOME (EXPENSE)      (1,281,157)        (772,536)
                                                -----------      -----------

   OTHER INCOME (EXPENSE)
         Interest income                                183              118
         Interest expense                          (174,676)         (41,506)
         Amortization of debt discount             (100,508)              --
         Other Income (Expense)                          23               --
         Rental income                                   --            3,600
                                                -----------      -----------
          TOTAL OTHER INCOME/(EXPENSE)             (274,978)         (37,788)

   NET (LOSS) BEFORE
   PROVISION FOR INCOME TAXES                    (1,556,135)        (810,324)
         Provision for income taxes                                       --
                                                -----------      -----------

NET (LOSS) APPLICABLE TO
   COMMON SHARES                                $(1,556,135)     $  (810,324)
                                                ===========      ===========


BASIC LOSS PER SHARE                            $     (0.25)     $     (1.66)
                                                ===========      ===========

BASIC WEIGHTED AVERAGE NUMBER
   OF COMMON SHARES                               6,343,356          488,546
                                                ===========      ===========




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


                                       4
<PAGE>


               MEDICAL CONNECTIONS HOLDINGS, INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS-UNAUDITED
               FOR THE THREE MONTHS ENDED MARCH 31, 2007 AND 2006

<TABLE>
<CAPTION>
                                                             2007             2006
                                                         -----------      -----------
<S>                                                      <C>              <C>
CASH FLOW FROM OPERATING ACTIVITIES
   Net (loss)                                            $(1,556,135)     $  (810,324)

ADJUSTMENTS TO RECONCILE NET (LOSS) TO NET CASH
(USED IN) OPERATING ACTIVITIES:
    Amortization of debt discount                            100,509               --
    Depreciation                                              12,122           11,000
    Common stock issued for compensation                     380,000          245,000
CHANGES IN ASSETS AND LIABILITIES
   (Increase) in accounts receivable                        (262,883)         (10,399)
   Decrease (increase) in security deposit                        --             (500)
   Increase in accounts payable and accrued expenses         117,362           25,800
                                                         -----------      -----------

          TOTAL ADJUSTMENTS                                  347,110          270,901

          NET CASH (USED IN) OPERATING ACTIVITIES         (1,209,025)        (539,423)
                                                         -----------      -----------

CASH FLOW FROM INVESTING ACTIVITIES
   Acquisition of property and equipment                        (959)          (6,438)
                                                         -----------      -----------
        NET CASH (USED IN) INVESTING ACTIVITIES                 (959)          (6,438)
                                                         -----------      -----------

CASH FLOW FROM FINANCING ACTIVITIES
   Increase in mortgage payable                                   --            9,000
   Payment on promissory note                                     --           (6,129)
   Proceeds from issuance of convertible debentures        1,890,008          255,000
   Payment on loan payable                                   (40,000)              --
   Liability for stock to be issued                               --          301,185
                                                         -----------      -----------

          NET CASH PROVIDED BY FINANCING ACTIVITIES        1,850,008          559,056
                                                         -----------      -----------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                               640,024           13,195

CASH AND CASH EQUIVALENTS
    -BEGINNING OF PERIOD                                      96,252          107,657
                                                         -----------      -----------

CASH AND CASH EQUIVALENTS
    - END OF PERIOD                                      $   736,276      $   120,852
                                                         ===========      ===========
</TABLE>








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

                                       5
<PAGE>


               MEDICAL CONNECTIONS HOLDINGS, INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS-UNAUDITED
                                   (CONTINUED)
               FOR THE THREE MONTHS ENDED MARCH 31, 2007 AND 2006

<TABLE>
<CAPTION>
                                                             2007             2006
                                                         -----------      -----------
<S>                                                      <C>              <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION:

     Cash paid during the period for:
          Interest                                       $   152,238      $    21,506
                                                         ===========      ===========

SUPPLEMENTAL DISCLOSURE OF NON-CASH
   INFORMATION:

    Preferred stock issued for compensation              $        --      $        --
                                                         ===========      ===========

    Common stock issued for compensation                 $   380,000      $   245,000
                                                         ===========      ===========
</TABLE>
















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

                                       6
<PAGE>


              MEDICAL CONNECTIONS HOLDINGS, INC., AND SUBSIDIARIES
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED
                             MARCH 31, 2007 AND 2006


NOTE 1 -   ORGANIZATION AND BASIS OF PRESENTATION

           The condensed consolidated unaudited interim financial statements
           included herein have been prepared by Medical Connections Holdings,
           Inc. and Subsidiaries (the "Company"), pursuant to the rules and
           regulations of the Securities and Exchange Commission. The condensed
           consolidated financial statements and notes are presented as
           permitted on Form 10-QSB and do not contain information included in
           the Company's annual consolidated statements and notes. For further
           information, these financial statements and related notes should be
           read in conjunction with the Company's audited financial statements
           for the year ended December 31, 2006 and the accompanying notes
           thereto. Certain information and footnote disclosures normally
           included in financial statement prepared in accordance with
           accounting principles generally accepted in the United States of
           America have been condensed or omitted pursuant to such rules and
           regulations, although the Company believes that the disclosures are
           adequate to make information presented not misleading. The result of
           the three months ended March 31, 2007 may not be indicative of the
           results for the entire year.

           These condensed consolidated unaudited financial statements reflect
           all adjustments, consisting of normal recurring adjustments, which in
           the opinion of management are necessary for fair presentation of the
           information contained herein.

           Medical Connections Holdings, Inc., and subsidiaries, (the "Company")
           is an employment and executive search firm that will provide
           recruiting services to its clients within the healthcare and medical
           industries. The Company was formed in Florida on November 26, 2002
           for the purpose of specializing in the recruitment and placement of
           healthcare professionals in a variety of employment settings.

           Webb Mortgage Depot, Inc., was incorporated in the State of Florida
           on May 11, 1999 to implement a corporate reorganization. On February
           4, 2000, effective March 31, 2000, Depot acquired Webb Mortgage
           Corp., and Webb Mortgages Services Corporation.



                                       7
<PAGE>


              MEDICAL CONNECTIONS HOLDINGS, INC., AND SUBSIDIARIES
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED
                             MARCH 31, 2007 AND 2006


NOTE 1 -   ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)

           Webb Mortgage Corp. was incorporated in the State of Florida on June
           19, 1992 and operated as a mortgage broker. The Company holds a
           mortgage brokerage license in the State of Florida, North Carolina,
           New York and California.

           Webb Mortgage Services Corporation was incorporated in the State of
           Florida on February 25, 1998 and also operated as a mortgage
           brokerage. Webb Mortgage Services Corporation held a correspondent
           mortgage lender license in the State of Florida, which had not been
           renewed as of December 31, 2001.

           On December 27, 2005, a Share for Share Agreement (the "Agreement"),
           between the Company and Webb Mortgage Depot, Inc., closed. Pursuant
           to the Agreement Webb Mortgage had acquired all of the issued and
           outstanding shares of common stock of the Company and the Company
           shareholders were issued, following a 100:1 reverse split of Webb
           Mortgage's common stock, up to 444,600 shares of Webb Mortgage Depot,
           Inc., so that immediately following the closing, the former
           shareholders of the Company would own approximately 95.0% of Webb
           Mortgage's issued and outstanding common stock. Concurrent with the
           closing, Webb Mortgage's former President, was required to tender
           1,831,000 pre-split shares of Webb Mortgage Depot, Inc's., common
           stock to Webb Mortgage for redemption. These shares have been
           tendered and returned to Webb Mortgage Depot, Inc., and the Company
           tendered the required payment of $200,000 for the shares. The
           transaction was accounted for using the principles of purchase
           accounting, and the historical records going forward will be those of
           Medical Connections Holdings, Inc.

           The new public entity "Medical Connections Holdings, Inc." has
           emerged as the parent company of Medical Connections, Inc. along with
           a newly formed entity called Omega Capital Solutions, Inc., which
           will replace the Webb Mortgage Depot, Inc. brand. As of March 31,
           2007, the subsidiaries are inactive.

           The newly formed Medical Connections Holdings, Inc. trades on the
           NASDAQ OTC B/B as a fully reporting company under the ticker symbol
           MCTH.


                                       8
<PAGE>


              MEDICAL CONNECTIONS HOLDINGS, INC., AND SUBSIDIARIES
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED
                             MARCH 31, 2007 AND 2006


NOTE 2 -   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

           PRINCIPLES OF CONSOLIDATION

           The condensed consolidated balance sheet for March 31, 2007 and
           condensed consolidated statements of operations and cash flows for
           the three months ended March 31, 2007 and 2006 includes Medical
           Connections Holdings, Inc., and its wholly owned subsidiaries.
           Intercompany transactions and balances have been eliminated in
           consolidation.

           USE OF ESTIMATES

           The preparation of consolidated financial statements in conformity
           with accounting principles generally accepted in the United States of
           America requires management to make estimates and assumptions that
           affect the amounts reported in the consolidated financial statements
           and accompanying notes. Actual results could differ from those
           estimates.

           CASH AND CASH EQUIVALENTS

           Cash and cash equivalents consists principally of currency on hand,
           demand deposits at commercial banks, and liquid investment funds
           having a maturity of three months or less at the time of purchase.
           The Company maintains cash and cash equivalent balances at financial
           institutions that are insured by the Federal Deposit Insurance
           Corporation up to $100,000.

           ALLOWANCE FOR DOUBTFUL ACCOUNTS

           Accounts are written off when management determines that an account
           is uncollectible. Recoveries of accounts previously written off are
           recorded when received. An estimated allowance for doubtful accounts
           is determined to reduce the Company's receivables to their carrying
           value, which approximates fair value. The allowance is estimated
           based on historical collection experience, specific review of
           individual customer accounts, and current economic and business
           conditions. Historically, the Company has not incurred any
           significant credit related losses. Management has determined that no
           allowance is necessary at March 31, 2007.

           ADVERTISING

           The Company's policy is to expense advertising and marketing costs as
           they are incurred. Advertising expense, for the three months ended,
           March 31, 2007 and 2006, were $87,484 and $44,343, respectively.


                                       9
<PAGE>


              MEDICAL CONNECTIONS HOLDINGS, INC., AND SUBSIDIARIES
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED
                             MARCH 31, 2007 AND 2006


NOTE 2 -   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

           EQUIPMENT

           Equipment is stated at cost. Depreciation is computed using the
           straight-line method over the estimated useful lives of the assets,
           three to five years. Reviews are regularly performed to determine
           whether facts and circumstances exist that indicate carrying amount
           of assets may not be recoverable or the useful life is shorter than
           originally estimated. The Company assesses the recoverability of its
           equipment by comparing the projected undiscounted net cash flows
           associated with the related asset or group of assets over their
           remaining lives against their respective carrying amounts.
           Impairment, if any, is based on the excess of the carrying amount
           over the fair value of those assets.

           If assets are determined to be recoverable, but the useful lives are
           shorter than originally estimated, the net book value of the assets
           is depreciated over the newly determined remaining useful lives. When
           equipment is retired or otherwise disposed of, the cost and related
           accumulated depreciation are removed from the accounts and the
           resulting gain or loss is included in operations.

           INCOME TAXES

           The Company has adopted the provisions of Statement of Financial
           Accounting Standards ("SFAS") No. 109, Accounting for Income Taxes.
           The Statement requires an asset and liability approach for financial
           accounting and reporting of income taxes, and the recognition of
           deferred tax assets and liabilities for the temporary differences
           between the financial reporting bases and tax bases of the Company's
           assets and liabilities at enacted tax rates expected to be in effect
           when such amounts are realized or settled.

           START-UP COSTS

           In accordance with the American Institute of Certified Public
           Accountants Statement of Position 98-5, "Reporting on the Costs of
           Start-up Activities", the Company expenses all costs incurred in
           connection with the start-up and organization of the Company.


                                       10
<PAGE>


              MEDICAL CONNECTIONS HOLDINGS, INC., AND SUBSIDIARIES
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED
                             MARCH 31, 2007 AND 2006


NOTE 2 -   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

           STOCK-BASED COMPENSATION

           Employee stock awards under the Company's compensation plans are
           accounted for in accordance with Accounting Principles Board Opinion
           No. 25 ("APB 25"), "Accounting for Stock Issued to Employees", and
           related interpretations. The Company provides the disclosure
           requirements of Statement of Financial Accounting Standards No. 123,
           "Accounting for Stock-Based Compensation" ("SFAS 123"), and related
           interpretations. Stock-based awards to non-employees are accounted
           for under the provisions of SFAS 123 and have adopted the enhanced
           disclosure provisions of SFAS No. 148 "Accounting for Stock-Based
           Compensation- Transition and Disclosure, an amendment of SFAS No.
           123".

           The Company measures compensation expense for its employee
           stock-based compensation using the intrinsic-value method. Under the
           intrinsic-value method of accounting for stock-based compensation,
           when the exercise price of options granted to employees is less than
           the estimated fair value of the underlying stock on the date of
           grant, deferred compensation is recognized and is amortized to
           compensation expense over the applicable vesting period. In each of
           the periods presented, the vesting period was the period in which the
           options were granted.

           The Company measures compensation expense for its non-employee
           stock-based compensation under the Financial Accounting Standards
           Board (FASB) Emerging Issues Task Force (EITF) Issue No. 96-18,
           "Accounting for Equity Instruments that are Issued to Other Than
           Employees for Acquiring, or in Conjunction with Selling, Goods or
           Services". The fair value of the option issued is used to measure the
           transaction, as this is more reliable than the fair value of the
           services received. The fair value is measured at the value of the
           Company's common stock on the date that the commitment for
           performance by the counterparty has been reached or the
           counterparty's performance is complete. The fair value of the equity
           instrument is charged directly to compensation expense and additional
           paid-in capital.



                                       11
<PAGE>


              MEDICAL CONNECTIONS HOLDINGS, INC., AND SUBSIDIARIES
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED
                             MARCH 31, 2007 AND 2006


NOTE 2 -   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

           COMMON STOCK ISSUED FOR OTHER THAN CASH

           Services purchased and other transactions settled in the Company's
           common stock are recorded at the estimated fair value of the stock
           issued if that value is more readily determinable than the fair value
           of the consideration received.

           EARNINGS (LOSS) PER SHARE OF COMMON STOCK

           Historical net income (loss) per common share is computed using the
           weighted average number of common shares outstanding. Diluted
           earnings per share (EPS) include additional dilution from common
           stock equivalents, such as stock issuable pursuant to the exercise of
           stock options and warrants. Common stock equivalents were not
           included in the computation of diluted earnings per share when the
           Company reported a loss because to do so would be antidilutive for
           periods presented

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

                                                       2007             2006
                                                    -----------     -----------

       Net income (loss)                            $(1,556,135)    $  (810,324)
                                                    -----------     -----------

       Weighted average common shares
         outstanding (Basic)                          6,343,356         488,546

       Weighted average common stock equivalents
           Stock options                                     --              --
           Warrants                                          --              --
                                                    -----------     -----------

       Weighted average common shares
         outstanding (Diluted)                        6,343,356         488,546
                                                    ===========     ===========


                                       12
<PAGE>


              MEDICAL CONNECTIONS HOLDINGS, INC., AND SUBSIDIARIES
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED
                             MARCH 31, 2007 AND 2006


NOTE 2 -   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

           REVENUE RECOGNITION

           The Company records its transactions under the accrual method of
           accounting whereby income gets recognized when the services are
           rendered and collection is reasonably assured.

           FAIR VALUE OF FINANCIAL INSTRUMENTS

           The carrying amount reported in the balance sheets for cash and cash
           equivalents and liability for stock to be issued approximate fair
           value because of the immediate or short-term maturity of these
           financial instruments.

           RECLASSIFICATIONS

           Certain amounts at March 31, 2006 were reclassified to conform to the
           2007 presentation. These reclassifications had no effect on net loss
           for the periods presented.

           RECENT ACCOUNTING PRONOUNCEMENTS

           SHARE BASED PAYMENTS

           In December 2004, the FASB issued Financial Accounting Standards No.
           123 (revised 2004) (FAS 123R), "Share-Based Payment, "FAS 123R
           replaces FAS No. 123, "Accounting for Stock-Based Compensation", and
           supersedes APB Opinion No. 25, "Accounting for Stock Issued to
           Employees." FAS 123R requires compensation expense, measured as the
           fair value at the grant date, related to share-based payment
           transactions to be recognized in the financial statements over the
           period that an employee provides service in exchange for the award.
           The Company intends to adopt FAS 123R using the "modified
           prospective" transition method as defined in FAS 123R. Under the
           modified prospective method, companies are required to record
           compensation cost prospectively for the unvested portion, as of the
           date of adoption, of previously issued and outstanding awards over
           the remaining vesting period of such awards. FAS 123R is effective
           January 1, 2006. The Company does not anticipate that the
           implementation of this standard will have a material impact on its
           financial position, results of operations or cash flows.


                                       13
<PAGE>


              MEDICAL CONNECTIONS HOLDINGS, INC., AND SUBSIDIARIES
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED
                             MARCH 31, 2007 AND 2006


NOTE 2 -   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
           RECENT ACCOUNTING PRONOUNCEMENTS

           In February 2006, the FASB issued SFAS No. 155, "Accounting for
           Certain Hybrid Financial Instruments, an amendment of FASB Statements
           No. 133 and 140." SFAS No. 155 resolves issues addressed in SFAS No.
           133 Implementation Issue No. D1, "Application of Statement 133 to
           Beneficial Interests in Securitized Financial Assets," and permits
           fair value re-measurement for any hybrid financial instrument that
           contains an embedded derivative that otherwise would require
           bifurcation, clarifies which interest-only strips and principal-only
           strips are not subject to the requirements of SFAS No. 133,
           establishes a requirement to evaluate interests in securitized
           financial assets to identify interests that are freestanding
           derivatives or that are hybrid financial instruments that contain an
           embedded derivative requiring bifurcation, clarifies that
           concentrations of credit risk in the form of subordination are not
           embedded derivatives and amends SFAS No. 140 to eliminate the
           prohibition on a qualifying special-purpose entity from holding a
           derivative financial instrument that pertains to a beneficial
           interest other than another derivative financial instrument. SFAS No.
           155 is effective for all financial instruments acquired or issued
           after the beginning of the first fiscal year that begins after
           September 15, 2006. The Company is currently evaluating the effect
           the adoption of SFAS No. 155 will have on its financial position or
           results of operations.

           In March 2006, the FASB issued SFAS No. 156, "Accounting for
           Servicing of Financial Assets, and an amendment of FASB Statement No.
           140." SFAS No. 156 requires an entity to recognize a servicing asset
           or liability each time it undertakes an obligation to service a
           financial asset by entering into a servicing contract under a
           transfer of the servicer's financial assets that meets the
           requirements for sale accounting, a transfer of the servicer's
           financial assets to a qualified special-purpose entity in a
           guaranteed mortgage securitization in which the transferor retains
           all of the resulting securities and classifies them as either
           available-for-sale or trading securities in accordance with SFAS No.
           115, "Accounting for Certain Investments in Debt and Equity
           Securities" and an acquisition or assumption of an obligation to
           service a financial asset that does not relate to financial assets of
           the servicer or its consolidated affiliates. Additionally, SFAS No.
           156 requires all separately recognized servicing assets and servicing
           liabilities to be initially measured at fair value, permits an entity
           to choose either the use of an amortization or fair value method for
           subsequent measurements, permits at initial adoption a one-



                                       14
<PAGE>


              MEDICAL CONNECTIONS HOLDINGS, INC., AND SUBSIDIARIES
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED
                             MARCH 31, 2007 AND 2006


NOTE 2 -   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

           RECENT ACCOUNTING PRONOUNCEMENTS

           time reclassification of available-for-sale securities to trading
           securities by entities with recognized servicing rights and requires
           separate presentation of servicing assets and liabilities
           subsequently measured at fair value and additional disclosures for
           all separately recognized servicing assets and liabilities. SFAS No.
           156 is effective for transactions entered into after the beginning of
           the first fiscal year that begins after September 15, 2006. The
           Company is currently evaluating the effect the adoption of SFAS No.
           156 will have on its financial position or results of operations.

           In September 2006, the FASB issued Statement of Financial Accounting
           Standards No. 157, Fair Value Measurements, ("FAS 157"). This
           Standard defines fair value, establishes a framework for measuring
           fair value in generally accepted accounting principles and expands
           disclosures about fair value measurements. FAS 157 is effective for
           financial statements issued for fiscal years beginning after November
           15, 2007 and interim periods within those fiscal years. The adoption
           of FAS 157 is not expected to have a material impact on the Company's
           financial position, results of operations or cash flows.

           The FASB also issued in September 2006 Statement of Financial
           Accounting Standards No. 158, Employers' Accounting for Defined
           Benefit Pension and Other Postretirement Plans -- an amendment of
           FASB Statement No. 87, 88, 106 and 132(R), ("FAS 158") . This
           Standard requires recognition of the funded status of a benefit plan
           in the statement of financial position. The Standard also requires
           recognition in other comprehensive income certain gains and losses
           that arise during the period but are deferred under pension
           accounting rules, as well as modifies the timing of reporting and
           adds certain disclosures. FAS 158 provides recognition and disclosure
           elements to be effective as of the end of the fiscal year after
           December 15, 2006 and measurement elements to be effective for fiscal
           years ending after December 15, 2008. The Company has not yet
           analyzed the impact FAS 158 will have on its financial condition,
           results of operations, cash flows or disclosures.



                                       15
<PAGE>


              MEDICAL CONNECTIONS HOLDINGS, INC., AND SUBSIDIARIES
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED
                             MARCH 31, 2007 AND 2006


NOTE 3-  PROPERTY AND EQUIPMENT

                  Property and equipment consist of the following at March 31,
2007:

                                                    2007
                                                 ---------

           Property and equipment                $ 843,585
           Less:  accumulated depreciation         (82,742)
                                                 ---------

           Net book value                        $ 760,843
                                                 =========

           Depreciation expense for the three months ended March 31, 2007 was
           $12,112.

NOTE 4 -   LINE OF CREDIT

           The Company acquired through the reverse merger with Webb Mortgage
           Depot, Inc., a $50,000 line of credit with a bank. The line of credit
           bears interest at 10.50% as of March 31, 2007. The loan is due on
           demand and is secured by the assets of the Company with a guarantee
           by the President of the Company. As of March 31, 2007 the amount
           outstanding, including accrued interest was $47,810.

NOTE 5-    MORTGAGE PAYABLE

           The Company, through its reverse merger with Webb Mortgage Depot,
           Inc., acquired a house and its corresponding mortgage payable. The
           house is secured by a home equity line of credit. The revolving line
           of credit is open ended with interest only payments made monthly. The
           term is set for fifteen years and the calculated monthly payments are
           based on prime plus 2.0%. At the end of the term a balloon payment
           will be due. As of March 31, 2007 the balance due is $459,452.

NOTE 6-    LIABILITY FOR STOCK TO BE ISSUED

           As of March 31, 2007, the Company has recorded $65,058 for the
           purchase of its common stock. Upon the issuance of the common stock
           the liability will be removed. The Company believes that the stock
           will be issued in the second quarter of 2007.


                                       16
<PAGE>


              MEDICAL CONNECTIONS HOLDINGS, INC., AND SUBSIDIARIES
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED
                             MARCH 31, 2007 AND 2006


NOTE 7 -   CONVERTIBLE DEBENTURES

           Medical Connections Holdings, Inc., and subsidiaries, during the year
           ended December 31, 2005, issued six convertible debentures at a rate
           of 8%, and during the year ended December 31, 2006 issued seven
           convertible debentures at 6.75% per year, and an additional 99 at 6%.
           During the first quarter of 2007, an additional 102 convertible
           debentures were issued at 6 %. The convertible debentures are due on
           various dates during the year unless converted into common stock, at
           the option of the Company. As of March 31, 2007, the Company owed
           $3,269,214 on these convertible debentures, which is net of a debt
           discount in the amount of $513,198. These convertible debentures will
           be paid in shares of common stock of the Company.

NOTE 8 -   STOCKHOLDERS' EQUITY (DEFICIT)

           PREFERRED STOCK - A

           As of March 31, 2007, the Company has 1,000,000 shares of its
           preferred stock Class A authorized at $0.001 par value and 183,366
           issued and outstanding.

           The following details the stock transactions for the three months
           ended March 31, 2007:

           The Company converted 349,314 shares of its preferred stock into
           6,636,966 shares of its common stock per the Preferred Stock
           Agreement.

           PREFERRED STOCK - B

           As of March 31, 2007, the Company has 1,000,000 shares of its
           preferred stock Class B authorized at $0.001 par value and 1,000,000
           issued and outstanding.

           COMMON STOCK

           As of March 31, 2007, the Company has 25,000,000 shares of its common
           stock authorized at $0.001 par value and 10,194,329 issued and
           outstanding.

           The following details the stock transactions for the three months
           ended March 31, 2007:

           On January 27, 2007 we issued 1,000,000 shares of our Common Stock,
           to an employee, for services rendered, at $ 0.38 per share fair
           market value, for a total cost of $ 380,000.

                                       17
<PAGE>


              MEDICAL CONNECTIONS HOLDINGS, INC., AND SUBSIDIARIES
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED
                             MARCH 31, 2007 AND 2006


           COMMON STOCK (CONTINUED)

           The Company converted 349,314 shares of its preferred stock into
           6,636,966 shares of its common stock per the Preferred Stock
           Agreement.

           The Company issued 15,000 shares in March 2007 for a previous
           liability at a cost of $15,000.


NOTE 9 -   PROVISION FOR INCOME TAXES

           The Company accounts for income taxes using the liability method. At
           March 31, 2007 deferred tax assets consist of the following:

                                                2006
                                            -----------
           Deferred tax asset               $ 2,147,586

           Less: valuation allowance         (2,147,586)
                                            -----------

           Net deferred tax assets          $        --
                                            ===========

           As of March 31, 2007, the Company had accumulated deficits
           approximating $7,158,620 available to offset future taxable income
           through 2026. The Company established valuation allowances equal to
           the full amount of the deferred tax assets due to the uncertainty of
           the utilization of the operating losses in the future period.


NOTE 10 -  OPERATING LEASES

           The Company leases office space under a sixty-three month lease
           commencing January 1, 2005 with a renewal option for a five-year
           period. The lease did not take effect until March 2005 due to delays
           in construction. Monthly payments under the current lease are $7,311.
           According to the lease, the rent will increase by 3% each year. The
           Company is required to pay property taxes, utilities, insurance and
           other costs relating to the leased facilities.

           The following is a schedule by years of future minimum rental
           payments required under operating lease that have initial or
           remaining noncancelable lease terms in excess of one year as of March
           31, 2007:



                                       18
<PAGE>


              MEDICAL CONNECTIONS HOLDINGS, INC., AND SUBSIDIARIES
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED
                             MARCH 31, 2007 AND 2006


NOTE 10 -  OPERATING LEASES (CONTINUED)

           For the periods ending
           March 31,                                   Estimated
                                                       ---------

               2007                                       94,468
               2008                                       97,269
               2008                                      100,193
                                                       ---------

           Total minimum payments required             $ 291,930
                                                       =========


NOTE 11 -  GOING CONCERN

           The accompanying condensed consolidated financial statements have
           been prepared in accordance with accounting principals generally
           accepted in the United States of America, which contemplates
           continuation of the Company as a going concern. The Company has
           sustained operating losses, and has little recurring revenues to
           sustain its operations. The revenue stream is not sufficient to fund
           expenses at this time. These items raise substantial doubt about the
           Company's ability to continue as a going concern. In view of these
           matters, realization of the assets of the Company is dependent upon
           the Company's ability to meet its financial requirements and the
           success of future operations. These consolidated financial statements
           do not include adjustments relating to the recoverability and
           classification of recorded asset amounts and classification of
           liabilities that might be necessary should the Company be unable to
           continue in existence. The Company's continued existence is dependent
           upon its ability to generate sufficient cash flows from equity
           financing and product revenues.




                                       19
<PAGE>


              MEDICAL CONNECTIONS HOLDINGS, INC., AND SUBSIDIARIES
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED
                             MARCH 31, 2007 AND 2006


NOTE 12 -  DERIVATIVE LIABILITY

           In accordance with SFAS 133, "ACCOUNTING FOR DERIVATIVE INSTRUMENTS
           AND HEDGING ACTIVITIES" and EITF 00-19, "ACCOUNTING FOR DERIVATIVE
           FINANCIAL INSTRUMENTS INDEXED TO, AND POTENTIALLY SETTLED IN, A
           COMPANY'S OWN STOCK", the conversion feature associated with the July
           5, 2006 private placement convertible debentures represents embedded
           derivatives. As such, the Company had recognized embedded derivatives
           in the amount of $513,198 as a liability in the accompanying
           consolidated balance sheet, and it is now measured at its estimated
           fair value of $519,446. The estimated fair value of the embedded
           derivative has been calculated based on a Black-Scholes pricing model
           using the following assumptions:

           Fair market value of stock                              $  0.75
           Exercise price                                          $  0.75
           Dividend yield                                            0.00%
           Risk free interest rate                                   4.00%
           Expected volatility                                      40.00%
           Expected life                                 0.5 to 1.0 years


ITEM 1A.   RISK FACTORS

         Except as stated herein, there have been no material changes in our
risk factors from those disclosed in our 2006 Annual Report on Form 10-KSB.










                                       20
<PAGE>

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATION

THE FOLLOWING DISCUSSION OF THE RESULTS OF OUR OPERATIONS AND FINANCIAL
CONDITION SHOULD BE READ IN CONJUNCTION WITH OUR FINANCIAL STATEMENTS AND THE
NOTES THERETO INCLUDED ELSEWHERE IN THIS REPORT.

              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

         Certain statements in this quarterly report on Form 10-QSB contain or
may contain forward-looking statements that are subject to known and unknown
risks, uncertainties and other factors which may cause actual results,
performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. These forward-looking statements were based on various factors and
were derived utilizing numerous assumptions and other factors that could cause
our actual results to differ materially from those in the forward-looking
statements. These factors include, but are not limited to, economic, political
and market conditions and fluctuations, government and industry regulation,
interest rate risk, U.S. and global competition, and other factors. Most of
these factors are difficult to predict accurately and are generally beyond our
control. You should consider the areas of risk described in connection with any
forward-looking statements that may be made herein. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
the date of this report. Readers should carefully review this quarterly report
in its entirety, including but not limited to our financial statements and the
notes thereto. Except for our ongoing obligations to disclose material
information under the Federal securities laws, we undertake no obligation to
release publicly any revisions to any forward-looking statements, to report
events or to report the occurrence of unanticipated events. For any
forward-looking statements contained in any document, we claim the protection of
the safe harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995.

Background

         Our primary focus is the expanding field of medical and health care
recruitment services. We operate this business through our wholly owned
subsidiary, Medical Connections, Inc. We previously engaged in the mortgage
brokerage business and conducted these operations under the name Webb Mortgage
Depot, Inc. After reviewing the market, licensing requirements and capital
needs, management determined in February, 2006 that it would be in the Company's
best interests to concentrate exclusively on the operations of Medical
Connections Inc.

         We acquired all of the issued and outstanding shares of common stock of
Medical Connections, Inc. on December 27, 2005 and for accounting purposes, we
treated the acquisition as a reverse merger. As such, the comparative financial
statements set forth herein reflect the operations of Medical Connections Inc.
for the comparable period and not that of our prior mortgage operations.

         On June 21, 2006 we filed with the Florida Secretary of State a
certificate of amendment to our articles of incorporation. The amended articles
provide for the issuance of up to one million shares of our Series A preferred
Shares and up to one million shares of our Series B preferred shares. The Series
A preferred shares grant the holders thereof the right to convert each share of
Series A Preferred Stock into nineteen (19) shares (the "Conversion Ratio")of
the Company's Common Stock at any time following December 31, 2006. The
Conversion Ratio is subject to adjustment in the event of any recapitalization

                                       21
<PAGE>

or reorganization. Holders of the Series A preferred shares shall be entitled to
one vote per share for each Series A Preferred Share beneficially owned on all
matters brought to a vote of the holders of the Common Stock

         The Holders of the Series A Preferred Shares will be required to tender
the Series A Preferred Share Certificate to the Company for redemption prior to
issuance of any shares of Common Stock. On July 10, 2006 we issued 542,080
shares of our Series A Preferred Shares to our shareholders of record as of July
3, 2006, including 164,475 shares of our Series A Preferred Shares to our
current president, Anthony Nicolosi, and our current chief executive officer,
Joseph Azzata. These shares were subsequently converted into 3,125,025
(6,250,050 in total) shares of our Common Stock. As of May 9, 2007 we had
179,846 shares of our Series A preferred shares issued and outstanding, the
balance having converted into 6,882,446 shares of our Common Stock.

         Holders of the Series B preferred shares shall be entitled to ten votes
per share for each Series B Preferred Share beneficially owned on all matters
brought to a vote of the holders of the Common Stock. In August 2006, we
authorized a total of one million (1,000,000) shares of our Series B Preferred
Shares (500,000 Series B Preferred Shares each) each to Anthony Nicolosi and
Joseph Azzata.

THE  FOLLOWING  DISCUSSION OF THE RESULTS OF OUR  OPERATIONS  AND FINANCIAL
CONDITION SHOULD BE READ IN CONJUNCTION WITH OUR FINANCIAL STATEMENTS AND THE
NOTES THERETO INCLUDED ELSEWHERE IN THIS REPORT.

              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

         Certain statements in this quarterly report on Form 10-QSB contain or
may contain forward-looking statements that are subject to known and unknown
risks, uncertainties and other factors which may cause actual results,
performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. These forward-looking statements were based on various factors and
were derived utilizing numerous assumptions and other factors that could cause
our actual results to differ materially from those in the forward-looking
statements. These factors include, but are not limited to, economic, political
and market conditions and fluctuations, government and industry regulation,
interest rate risk, U.S. and global competition, and other factors. Most of
these factors are difficult to predict accurately and are generally beyond our
control. You should consider the areas of risk described in connection with any
forward-looking statements that may be made herein. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
the date of this report. Readers should carefully review this quarterly report
in its entirety, including but not limited to our financial statements and the
notes thereto. Except for our ongoing obligations to disclose material
information under the Federal securities laws, we undertake no obligation to
release publicly any revisions to any forward-looking statements, to report
events or to report the occurrence of unanticipated events. For any
forward-looking statements contained in any document, we claim the protection of
the safe harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995.

Background

About Medical Connections:

         Medical Connections is a national provider for medical recruitment and
staffing services. Established in 2002 to satisfy the increasing need for
qualified healthcare professionals, the Company's business is to identify,
select and place the best executive nurses, allied health specialists,
pharmacists, physicians and hospital management executives. The Company provides
recruiting and staffing services for permanent and temporary positions, with an
option for the clients and candidates to decide the best formula for working
together. Following the changing dynamics of the healthcare recruiting market,
Medical Connections has shifted its niche to emphasize the recruiting of allied
health specialists.

                                       22
<PAGE>


COMPARISON OF OPERATING RESULTS FOR THE QUARTER ENDED MARCH 31, 2007 TO THE
QUARTER ENDED MARCH 31, 2006

Revenues and Expenses

         For the three months ended March 31, 2007 as compared to the three
months ended March 31, 2006, we had revenues of $1,147,829 as compared to
$243,739 for the three months ended March 31, 2006, an increase of more than
370%. %. The primary reasons for this increase in revenues is a growing number
of medical placements. As our operations have expanded, an increasing number of
medical professionals have sought to utilize our services. With a growing
presence in the medical staffing community, we have also been able to secure
contracts from medical facilities which were not previously available to us.


Operating Expenses

         Our total operating expenses increased from $1,016,275 to $2,428,986.
Our most significant expenses are directly related to our staffing requirements.
Our payroll expense increased from $320,199 to $609,321. We recorded costs
related to our staffing business of $603,819 and had no comparable expense for
the three months ended March 31, 2006. Contract labor increased from $104,090 to
$261,565. We expect payroll and employee related expenses to continue to
increase as our operations increase.

         We incurred $174,676 in interest expense as compared to $41,506 for the
comparable period in 2006. The majority of this expense is attributable to our
borrowing costs associated with the convertible debentures that we have issued.

         Our advertising costs almost doubled during this quarter as compared to
the comparable quarter in 2006, increasing from $44,343 to $87,484 and our
administrative expenses increased from $92,894 to $148,211.

Net Loss

         We incurred a loss from operations totaling $(1,556,135) as compared to
operating losses totaling $(810,324) in the comparable prior period in 2006. Our
loss per share for the three months ended March 31, 2007 was $(0.25) as compared
to a loss per share of $(1.66) during the comparable period in 2006. The
principal reason for the significant decrease in our Net Loss per share, as
calculated on a weighted average number of shares outstanding (see Footnote 2)
was a significant increase in the weighted average number of issued and
outstanding shares of Common Stock from approximately 488,546 to 6,343,356.
Management remains pleased with its revenue growth and hopes to continue to
expand its operations. As operations grow, name recognition and recurring
agreements with existing clients should help reduce operating costs. However,
there can be no assurance that this will be the case and with no recurring
source of income, the Company will require additional financing to continue as a
going concern.

Liquidity and Capital Resources

         We use available finances to fund ongoing operations. In addition, we
have relied upon the sale of our convertible debt instruments. We use these
funds for general and administrative purposes.


                                       23
<PAGE>

Assets and Liabilities

         As of March 31, 2007, we had cash of $736,276 and accounts receivable
of $501,761. Our total current assets were $1,238,037. We have property and
equipment totaling $843,585 less accumulated depreciation of $82,742 for a total
of $760,843. This figure includes a home which the Company owns in North
Carolina. The Company is not currently renting this house. As a result,
management is trying to identify a potential rental candidate to offset carrying
costs or possibly selling the property. Our total assets were recorded at a
value of $2,027,420.

         We have current liabilities totaling $3,613,768 which results in a
working capital deficit (current assets less current liabilities) of $2,375,731.
The majority of our outstanding current liabilities is the result of securities
which have been issued or which we are obligated to issue. Specifically, we
currently owe $2,756,016 pursuant to our outstanding convertible debt
instruments and have recorded $519,446 as a derivative liability. These debt
instruments will be due and payable at various times for the next twelve months.
It is currently anticipated that the Company will satisfy its obligations to the
debenture holders by issuing them shares of its Common Stock at the lesser of a
fixed conversion price of either $.75 or $1.00 per share or 90% of the closing
bid price of the Company's Common Stock on the date of conversion. The issuance
of additional shares of Common Stock will result in further dilution to the
shareholders.

         As a result of the foregoing, we believe that we have sufficient funds
to satisfy all outstanding current liabilities which will require any cash
payments.

         Our total liabilities are $4,073,220 and we have an accumulated deficit
of $13,338,332.

Subsequent Events

         On May 11, 2007 we satisfied in full our outstanding line of credit.

CRITICAL ACCOUNTING POLICIES

         Financial Reporting Release No. 60, which was released by the
Securities and Exchange Commission (the "SEC"), encourages all companies to
include a discussion of critical accounting policies or methods used in the
preparation of financial statements. The Company's condensed consolidated
financial statements include a summary of the significant accounting policies
and methods used in the preparation of the condensed consolidated financial
statements. Management believes the following critical accounting policies
affect the significant judgments and estimates used in the preparation of the
condensed consolidated financial statements.

         Use of Estimates - Management's discussion and analysis or plan of
operation is based upon the Company's condensed consolidated financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States of America. The preparation of these
condensed consolidated financial statements requires management to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues, and expenses, and related disclosure of contingent assets and
liabilities. On an ongoing basis, management evaluates these estimates,
including those related to allowances for doubtful accounts receivable and
long-lived assets. Management bases these 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 of making judgments about the
carrying value of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions.

         We review the carrying value of property and equipment for impairment
at least annually or whenever events or changes in circumstances indicate that
the carrying amount of an asset may not be recoverable. Recoverability of
long-lived assets is measured by comparison of its carrying amount to the
undiscounted cash flows that the asset or asset group is expected to generate.

                                       24
<PAGE>

         If such assets are considered to be impaired, the impairment to be
recognized is measured by the amount by which the carrying amount of the
property, if any, exceeds its fair market value.

         Effective January 1, 2006, we adopted the provisions of SFAS No.
123(R), "Share-Based Payment," under the modified prospective method. SFAS No.
123(R) eliminates accounting for share-based compensation transactions using the
intrinsic value method prescribed under APB Opinion No. 25, "Accounting for
Stock Issued to Employees," and requires instead that such transactions be
accounted for using a fair-value-based method. Under the modified prospective
method, we are required to recognize compensation cost for share-based payments
to employees based on their grant-date fair value from the beginning of the
fiscal period in which the recognition provisions are first applied. For periods
prior to adoption, the financial statements are unchanged, and the pro forma
disclosures previously required by SFAS No. 123, as amended by SFAS No. 148,
will continue to be required under SFAS No. 123(R) to the extent those amounts
differ from those in the Statement of Operations.



ITEM 3.  CONTROLS AND PROCEDURES.

         As of the end of the period covered by this Report, the Company's chief
executive officer and its principal financial officer (the "Certifying
Officers"), evaluated the effectiveness of the Company's "disclosure controls
and procedures," as defined in Rule 13a-15(e) under the Securities Exchange Act
of 1934. Based on that evaluation, the Certifying Officers concluded that, as of
the date of their evaluation, the Company's disclosure controls and procedures
were effective to provide reasonable assurance that information required to be
disclosed in the Company's periodic filings under the Securities Exchange Act of
1934 is accumulated and communicated to management, including these officers, to
allow timely decisions regarding required disclosure.

         The Certifying Officers have also indicated that there were no
significant changes in our internal controls or other factors that could
significantly affect such controls subsequent to the date of their evaluation
and there were no corrective actions with regard to significant deficiencies and
material weaknesses.

         Our management, including the Certifying Officers, do not expect that
our disclosure controls or our internal controls will prevent all errors and
fraud. A control system, no matter how well conceived and operated, can provide
only reasonable, not absolute, assurance that the objectives of the control
system are met. In addition, the design of a control system must reflect the
fact that there are resource constraints, and the benefits of controls must be
considered relative to their costs. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, within a company have been
detected. These inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur because of simple
error or mistake. Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people or by management
override of the control. The design of any systems of controls also is based in
part upon certain assumptions about the likelihood of future events, and there
can be no assurance that any design will succeed in achieving its stated goals
under all potential future conditions. Because of these inherent limitations in
a cost-effective control system, misstatements due to error or fraud may occur
and not be detected.


                                       25
<PAGE>


                           PART II. OTHER INFORMATION


ITEM 1.    LEGAL PROCEEDINGS.

         There have been no changes or developments in any legal proceedings
which have been filed against the Company. For a complete description of all
legal proceedings which are currently pending, you are urged to read our Form
10-KSB which was filed with the Securities and Exchange Commission on April 12,
2007.


ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES


During the quarter ended March 31, 2007 we issued the following securities:

         At various dates during the quarter, we issued a total of 6,636,966
shares of our Common Stock to holders of our Series A Preferred Shares. The
issuance of our shares of Common Stock represents the conversion of 349,314
shares of our Series A Preferred Shares. The Series A Preferred Shares were
received by the holders as a result of a stock dividend to the holders of record
of our common stock as of July 10, 2006. Each Series A Preferred Share is
convertible into 19 shares of our Common Stock.

         On January 27, 2007 we issued 1,000,000 shares of our Common Stock to
one of our employees for services rendered.

         On March 26, 2007 we issued 15,000 shares of our common stock
representing the conversion of a convertible debt instrument.

         Also during the quarter ended March, 31, 2006, pursuant to a private
placement of the Company's securities, we issued a total of 102 convertible
debentures for an aggregate value of $1,890,100. The convertible debentures
carry an outstanding interest rate of 6% per annum and are convertible into
shares of the Company's common stock at the lesser of a fixed conversion price
or 90% of the closing bid price of the Company's Common Stock on the date of
conversion.

         The securities issued in the foregoing transactions were made in
reliance upon an exemption from registration under Rule 701 promulgated under
Section 3(b) of the Securities Act and or Section 4(2) of the Securities Act.
Alternatively, these issuances of securities were undertaken under Rule 506 of
Regulation D under the Securities Act of 1933, as amended, by the fact that:

-    the sale was made to a sophisticated or accredited investor, as defined in
     Rule 502;

-    we gave the purchaser the opportunity to ask questions and receive answers
     concerning the terms and conditions of the offering and to obtain any
     additional information which we possessed or could acquire without
     unreasonable effort or expense that is necessary to verify the accuracy of
     information furnished;

-    at a reasonable time prior to the sale of securities, we advised the
     purchaser of the limitations on resale in the manner contained in Rule
     502(d)2; and

                                       26
<PAGE>

-    neither we nor any person acting on our behalf sold the securities by any
     form of general solicitation or general advertising;

 ITEM 3.   DEFAULTS UPON SENIOR SECURITIES.

         None.

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

         There were no matters submitted during the quarter ended March 31, 2007
to a vote of the Company's securities holders.

ITEM 5.    EXHIBITS AND REPORT ON FORM 8-K

         There were no reports filed on Form 8-k during the period covered by
this report.

Exhibit No.    Description
-----------    -----------

   31.1        Section 302 Certification of the Principal Executive Officer *

   31.2        Section 302 Certification of the Principal Financial Officer *

   32.1        Section 906 Certification of Principal Executive Officer *

   32.2        Section 906 Certification of Principal Financial and Accounting
               Officer *

------------
*    Filed herewith







                                       27
<PAGE>


                                   SIGNATURES

          In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                              MEDICAL CONNECTIONS HOLDINGS, INC.


Date:  May 14, 2007


                                              By: /s/ Joseph Azzata
                                                 -------------------------------
                                                 Joseph Azzata,
                                                 CEO and Director

         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.


By: /s/ Joseph Azzata                                 Date:  May 14, 2007
    ---------------------------
    Joseph Azzata
    CEO/ Director


/s/  Anthony Nicolosi                                 Date:  May 14, 2007
------------------------------
    Anthony Nicolosi
    President/Director

/s/  Brian Quillen                                    Date:  May 14, 2007
------------------------------
Brian Quillen




                                       28