================================================================================
                                  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 June 30, 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
Boca Raton, Florida                                              33431
--------------------------------                         -------------------
(Address of principal executive office)                       (Zip Code)


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


               ---------------------------------------------------
               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:

     11,905,259 shares of Common Stock, $.001 par value as of July 31, 2007

================================================================================
<PAGE>

                                      INDEX

                         PART I. - FINANCIAL INFORMATION

Item 1. Financial Statements

         Condensed Consolidated Balance Sheet as at June 30, 2007 (unaudited)

         Condensed Consolidated Statements of Operations for the Six and
         Three Months Ended June 30, 2007 and June 30, 2006 (unaudited)

         Condensed Consolidated Statements of Cash Flows for the Six Months
         Ended June 30, 2007 and June 30, 2006 (unaudited)

         Notes to Condensed Consolidated Financial Statements as of June 30,
         2007 (unaudited)

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

Item 3   Controls and Procedures

Exhibits


                          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 and Use of Proceeds

Item 3   Defaults upon senior securities

Item 4   Submission of matters to a vote of security holders

Item 5   Other information

Item 6   Exhibits and reports on Form 8-K



<PAGE>

                         PART I. FINANCIAL INFORMATION

Item 1.   Financial Statements


               MEDICAL CONNECTIONS HOLDINGS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                            (UNAUDITED) June 30, 2007

<TABLE>
<S>                                                                           <C>
                                     ASSETS

CURRENT ASSETS
    Cash                                                                      $    793,692
    Accounts receivable, net                                                       455,389
                                                                              ------------
         Total current assets                                                    1,249,081
                                                                              ------------

PROPERTY AND EQUIPMENT
    Property and equipment                                                         238,864
    Less: accumulated depreciation                                                (101,207)
                                                                              ------------
         Net property and equipment                                                137,657
                                                                              ------------

OTHER ASSETS
    Investment Property                                                            647,432
    Security deposit                                                                28,541
                                                                              ------------

TOTAL ASSETS                                                                  $  2,062,711
                                                                              ============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
   Convertible debentures, net                                                $  3,146,290
   Fair value derivative                                                           276,814
   Liability for stock to be issued                                                279,031
   Accounts payable and accrued expenses                                           222,991
                                                                              ------------
          Total current liabilities                                              3,925,126
                                                                              ------------
LONG-TERM LIABILITIES
   Mortgage payable                                                                459,452
                                                                              ------------
          Total liabilities                                                      4,384,578
                                                                              ------------
STOCKHOLDERS' EQUITY (DEFICIT)
   Preferred stock, Class A, $.001 par value; 50,000,000 shares authorized,
     166,996 issued and outstanding                                                    167
   Preferred stock, Class B, $.001 par value; 50,000,000 shares authorized,
     1,000,000 issued and outstanding                                                1,000
   Common stock, $.001 par value, 25,000,000 shares authorized,
     11,319,859 shares issued and outstanding                                       11,320
   Additional paid-in capital                                                   12,071,033
   Accumulated deficit                                                         (14,405,387)
                                                                              ------------
          Total stockholders' equity (deficit)                                  (2,321,867)
                                                                              ------------
TOTAL LIABILITIES AND STOCKHOLDERS'  EQUITY (DEFICIT)                         $  2,062,711
                                                                              ============
</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 SIX AND THREE MONTHS ENDED JUNE 30, 2007 AND 2006

<TABLE>
<CAPTION>
                                                     SIX MONTHS ENDED               THREE MONTHS ENDED
                                                         JUNE 30,                       JUNE 30,
                                                  2007            2006            2007            2006
                                              ------------    ------------    ------------    ------------
<S>                                           <C>             <C>             <C>             <C>
REVENUES                                      $  2,078,793    $    695,826    $    930,964    $    452,087
                                              ------------    ------------    ------------    ------------

OPERATING EXPENSES
   Advertising and marketing                       184,862          93,820          97,378          49,477
   Administrative and other                        274,460         124,856         126,249          31,954
   Staffing compensation & relocation expense    1,200,090         248,256         596,271         171,227
   Depreciation                                     30,587          24,540          18,465          13,540
   Outside services                                 75,160          20,962          49,065          10,130
   Payroll                                       2,450,847       1,192,119       1,033,560         536,202
   Professional fees                               117,615          68,768          75,924           8,497
   Rent                                             63,665          67,256          35,121          42,832
   Telephone                                        40,804          38,948          23,306          21,011
   Travel and entertainment                         88,665          51,629          42,430          30,009
                                              ------------    ------------    ------------    ------------
          Total operating expenses               4,526,752       1,931,154       2,097,766         914,879
                                              ------------    ------------    ------------    ------------

   NET OPERATING LOSS                           (2,447,959)     (1,235,328)     (1,166,802)       (462,792)
                                              ------------    ------------    ------------    ------------

   OTHER INCOME (EXPENSE)
         Gain on revaluation of derivatives        310,736              --         310,736              --
         Amortization of debt discount                  --              --              --              --
         Interest expense                         (491,374)        (83,392)       (216,190)        (41,886)
         Interest income                               183             257               0             139
         Other                                          --              --             (23)             --
         Rental income                                  --           7,200              --           3,600
         Dividend income                             5,225              --           5,225              --
                                              ------------    ------------    ------------    ------------
          Total other income/(expense)            (175,231)        (75,935)         99,748         (38,147)
                                              ------------    ------------    ------------    ------------

   NET (LOSS) BEFORE
   PROVISION FOR INCOME TAXES                   (2,623,190)     (1,311,263)     (1,067,055)       (500,939)
         Provision for income taxes                     --              --              --              --
                                              ------------    ------------    ------------    ------------


NET LOSS                                      $ (2,623,190)   $ (1,311,263)   $ (1,067,055)   $   (500,939)
                                              ============    ============    ============    ============


BASIC LOSS PER SHARE                          $      (0.31)   $      (2.56)   $      (0.10)   $      (0.93)
                                              ============    ============    ============    ============

BASIC WEIGHTED AVERAGE NUMBER
   OF COMMON SHARES                              8,408,286         511,753      10,441,304         537,013
                                              ============    ============    ============    ============
</TABLE>

              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 SIX AND THREE MONTHS ENDED JUNE 30, 2007 AND 2006

<TABLE>
<CAPTION>
                                                     SIX MONTHS ENDED  SIX MONTHS ENDED
                                                         JUNE 30,          JUNE 30,
                                                          2007               2006
                                                      -----------        -----------
<S>                                                   <C>                <C>
CASH FLOW FROM OPERATING ACTIVITIES
   Net (loss)                                         $(2,623,190)       $(1,311,263)
                                                      -----------        -----------

Adjustments to reconcile net (loss) to net cash
 (used in) operating activities:
    Amortization of debt discount                         299,175                 --
    Increase in fair value derivative                      72,663
    Depreciation                                           30,587             24,540
    Common stock issued for compensation                  380,000            245,000
Changes in assets and liabilities
   Accounts receivable                                   (216,511)          (168,666)
   Security deposit                                            --             (1,470)
   Accounts payable and accrued expenses                  114,915             54,993
                                                      -----------        -----------
          Total adjustments                               680,829            154,397
                                                      -----------        -----------
          Net cash (used in) operating activities      (1,942,361)        (1,156,866)
                                                      -----------        -----------

CASH FLOW FROM INVESTING ACTIVITIES
   Acquisition of property and equipment                  (43,670)            (8,722)
                                                      -----------        -----------
        Net cash (used in) investing activities           (43,670)            (8,722)
                                                      -----------        -----------
CASH FLOW FROM FINANCING ACTIVITIES
   Increase in mortgage payable                                --              9,000
   Proceeds from issuance of common stock                 635,272              1,000
   Decrease in line of credit - Regions Bank              (47,810)                --
   Payment on promissory note                             (40,000)           (12,662)
   Proceeds from issuance of convertible debentures     2,136,009            405,000
   Proceeds on loan payable                                    --             75,000
   Liability for stock to be issued                            --            706,965
                                                      -----------        -----------
          Net cash provided by financing activities     2,683,471          1,184,303
                                                      -----------        -----------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                            697,440             18,715

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

CASH AND CASH EQUIVALENTS
    - END OF PERIOD                                   $   793,692        $   126,372
                                                      -----------        -----------
</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)
            FOR THE SIX AND THREE MONTHS ENDED JUNE 30, 2007 AND 2006


                                            SIX MONTHS ENDED   SIX MONTHS ENDED
                                                JUNE 30,          JUNE 30,
                                                 2007               2006
                                             -----------        -----------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION:

     Cash paid during the period for:
          Interest                           $   339,136        $    21,506
                                             ===========        ===========

SUPPLEMENTAL DISCLOSURE OF NON-CASH
   INFORMATION:

    Common stock issued for compensation     $   380,000        $   245,000
                                             ===========        ===========











              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
                                  JUNE 30, 2007


NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

         Medical Connections Holdings, Inc. (f/k/a Webb Mortgage Depot, Inc.)
was incorporated in the state of Florida on May 11, 1999. It was organized to
implement a corporate reorganization of Webb Mortgage Corp. and Webb Mortgage
Services Corporation, companies that were formed by Byron Webb, our former chief
executive officer. At that time we operated as a mortgage broker and generated
revenues by originating mortgage loans that were funded by third parties. We
also provided both on-line and traditional mortgage services. Our services
include originating and processing mortgage loans through walk-in locations and
through the on-line application process via our web site (www.webbmortgage.com).
We no longer provide these services.

         On December 27, 2005, we closed on a share for share exchange agreement
with Medical Connections, Inc. In connection therewith, our prior officers and
directors tendered their resignation and Joseph Azzata and Anthony Nicolosi,
officers and directors of Medical Connections Inc., became officers and
directors of Medical Connections Holdings, Inc. The share for share exchange
agreement provides in part for us to acquire all of the issued and outstanding
shares of capital stock of Medical Connections, Inc., a Florida corporation, in
exchange for shares of common stock of Webb Mortgage that would aggregate
approximately 95% of our issued and outstanding common stock. In connection with
the closing of this transaction our Board of Directors on January 3, 2006
authorized a 100:1 reverse split of our common stock effective for the
shareholders of record on January 20, 2006. We also redeemed the 1,831,000
shares of our common stock which were owned by Byron Webb, our former president
and chief executive officer, in exchange for the payment of $200,000 by Medical
Connections. We were required to issue to the Medical Connections shareholders a
total of 476,880 shares of our common stock in connection with this transaction.
Part of the acquisition included a single-family home, in North Carolina, which
is sometimes used as temporary lodging for out [illegible] medical
professionals. Also, on December 14, 2005 we filed a certificate of amendment to
our articles of incorporation with the Florida Secretary of State changing our
name to Medical Connections Holdings, Inc. Today, our primary focus is the
development and expansion of our operations through Medical Connections.

         Medical Connections Holdings, Inc., and subsidiaries, (the "Company")
is an employment and executive search firm that provides 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, generally working thirteen week contracts.

         Our common stock trades on the NASDAQ OTC B/B as a fully reporting
company under the ticker symbol MCTH.


                                       7
<PAGE>

         The condensed consolidated unaudited 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 statements 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 results of the six months ended June
30, 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.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

         The condensed consolidated balance sheet for June 30, 2007 and
condensed consolidated statements of operations and cash flows for the six
months ended June 30, 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.

ADVERTISING

         The Company's policy is to expense advertising and marketing costs as
they are incurred. Advertising expense, for the six months ended, June 30, 2007
and 2006, was $184,862 and $93,820, respectively. Advertising expense, for the
three months ended, June 30, 2007 and 2006, was $ 97,378 and $ 49,477
respectively.

INCOME TAXES

         Effective January 1, 2007, we adopted Financial Accounting Standard
Board ("FASB") Interpretation No. ("FIN") 48, "Accounting for Uncertainty in
Income Taxes," or "FIN 48," which clarifies the accounting for uncertainty in
income taxes recognized in the financial statements in accordance with Statement
of Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income
Taxes," or "SFAS No. 109." We utilize a recognition threshold and measurement
attribute for the financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return.

RECLASSIFICATIONS

         Certain amounts at June 30, 2006 were reclassified to conform to the
2007 presentation. These reclassifications had no effect on net loss for the
periods presented.

                                       8

<PAGE>

STOCK-BASED COMPENSATION

         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
adopted 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 was effective January 1, 2006.

         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 usually 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.

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.

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. There were no
such options or warrants affecting the earnings per share for the six and three
months ended June 30, 2007 and 2006, respectively. 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

RECENT ACCOUNTING PRONOUNCEMENTS

      In May 2007, the FASB issued FASB Staff Position ("FSP") FIN 48-1, or "FSP
FIN 48-1," which clarifies when a tax position is considered settled under FIN
48. The FSP explains that a tax position can be effectively settled on the
completion of an examination by a taxing authority without legally being
extinguished. For tax positions considered effectively settled, an entity would
recognize the full amount of tax benefit, even if (1) the tax position is not
considered more likely than not to be sustained solely on the basis of its
technical merits and (2) the statute of limitations remain open. FSP FIN 48-1
should be applied upon the initial adoption of FIN 48. The impact of our
adoption of FIN 48 (as of January 1, 2007) is in accordance with this FSP and
the implementation has not resulted in any changes to our consolidated financial
statements.

NOTE 3 - PROPERTY AND EQUIPMENT

                                                        2007
                                                    -----------
        Property and equipment                      $   238,864
        Less: accumulated depreciation                 (101,207)
                                                    -----------
        Net book value                              $   137,657
                                                    ===========

                                        9

<PAGE>

Depreciation expense for the six months ended June 30, 2007 and 2006, was
$30,587 and $25,540 respectively. Depreciation expense for the three months
ended June 30, 2007 and 2006, was $18,465 and $13,540 respectively.

NOTE 4 - LINE OF CREDIT

         The Company had a $50,000 line of credit with a bank. The line of
credit bears interest at 10.50% as of June 30, 2007. The loan is due on demand
and is secured by the assets of the Company with a guarantee by the former
President of the Company. During the three months ended, June 30, 2007, this
line of credit was paid in full.

NOTE 5 - LIABILITY FOR STOCK TO BE ISSUED

         As of June 30, 2007, the Company has received $222,031 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 third quarter
of 2007.

NOTE 6 -          CONVERTIBLE DEBENTURES/DERIVATIVE LIABILITY

         The convertible debentures bear interest at rates ranging from 6% to 8%
and are due on various dates during the year unless converted into common stock,
at the option of the Company. In accordance with Statement of Financial
Accounting Standards No. 133, `Accounting for Derivative Instruments and Hedging
Activities', ("FASB 133"), we determined that the conversion feature of the
convertible debentures met the criteria of an embedded derivative and therefore
the conversion feature of the debt needed to be bifurcated and accounted for as
a derivative. Due to the reset provisions of the convertible debentures, the
debt does not meet the definition of "conventional convertible debt" because the
number of shares which may be issued upon the conversion of the debt is not
fixed. Therefore, the conversion feature fails to qualify for equity
classification under EITF 00-19, and must be accounted for as a derivative
liability.

         The $3,695,214 face amount of the convertible debentures outstanding as
of June 30, 2007 was stripped of its conversion feature due to the accounting
for the conversion feature as a derivative, which was recorded using the
residual proceeds method, whereby any remaining proceeds after allocating the
proceeds to the warrants and conversion option would be attributed to the debt.
The beneficial conversion feature (an embedded derivative) included in these
convertible debentures resulted in an initial debt discount of $847,163. At June
30, 2007, we revalued this derivative liability. For the three months ended June
30, 2007, after adjustment, we recorded a gain on valuation of derivative
liability of $310,736. The associated warrants are exercisable for 6,763,466
shares of common stock at an exercise price of $1.00 per share. The warrants,
which expire on December 31, 2009, were assigned a value of $301,472, estimated
using the Black-Scholes valuation model. The following assumptions were used to
determine the fair value of the warrants using the Black-Scholes valuation
model: a term of 3.5 years, risk-free rate of between 4.00% and 6.00%,
volatility of 40% to 88%, and dividend yield of zero. In accordance with EITF
No. 00-19, EITF No. 00-27, Application of Issue No. 98-5 to Certain Convertible
Instruments, the values assigned to the debenture, conversion feature and the
warrants were allocated based on their fair values. The amount allocated as a
discount on the convertible debentures for the value of the warrants and
conversion option will be amortized to interest expense, using the effective
interest method, over the term of the convertible debentures. For the three
months ended June 30, 2007, amortization of the discount on debenture amounted
to $203,092 which is included in interest expense.

         The convertible debenture liability is as follows at June 30, 2007:

         Convertible debentures payable                            $  3,695,214
         Less: unamortized discount on debentures                      (548,924)
                                                                   ------------
         Convertible debentures, net                               $  3,146,290
                                                                   ============

                                       10
<PAGE>

NOTE 7 - STOCKHOLDERS' EQUITY (DEFICIT)

         PREFERRED STOCK - A

         As of June 30, 2007, the Company has 1,000,000 shares of its preferred
stock Class A authorized at $0.001 par value and 166,996 issued and outstanding.
On May 25, 2007, the Company issued 50 shares of its preferred stock.

         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. The stock has super voting powers and is owned equally by our
C.E.O. and President.

         COMMON STOCK

         As of June 30, 2007, the Company has 25,000,000 shares of its common
stock authorized at $0.001 par value and 11,319,859 issued and outstanding.

         The following details the stock transactions for the three months ended
June 30, 2007:

         On June 4, 2007 we issued 25,000 shares of our Common Stock, to an
employee, for services rendered, at $ 0.38 per share fair market value, for a
total cost of $ 9,500. Also, 25,000 shares were issued to an advisor, for
services rendered, at $ 0.38 per share fair market value, for a total cost of $
9,500.

         On June 18, 2007 we issued 100,000 shares of our Common Stock, to an
employee, for services rendered, at $ 0.38 per share fair market value, for a
total cost of $ 38,000.

NOTE 8 - PROVISION FOR INCOME TAXES

         The Company accounts for income taxes using the liability method, under
FASB 109. At June 30, 2007 deferred tax assets consist of the following:

                                                           2007
                                                       ------------

                    Deferred tax asset                 $  5,420,600

                    Less: valuation allowance            (5,420,600)
                                                       ------------
                    Net deferred tax assets            $         --

         As of June 30, 2007, the Company had accumulated deficits approximating
$14,405,000 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
future periods.

         The effective tax rate for the periods ended June 30, 2007 are as
follows:

                  ------------------------------------ -------
                    U.S. statutory tax rate              35%
                  ------------------------------------ -------
                    State and local taxes                 4
                  ------------------------------------ -------
                    Less valuation reserve               39
                  ------------------------------------ -------
                    Effective tax rate                    0%
                  ------------------------------------ -------

         Effective January 1, 2007, we adopted Financial Accounting Standard
Board ("FASB") Interpretation No. ("FIN") 48, "Accounting for Uncertainty in
Income Taxes," or "FIN 48," which clarifies the accounting for uncertainty in
income taxes recognized in the financial statements in accordance with Statement
of Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income
Taxes," or "SFAS No. 109." We utilize a recognition threshold and measurement
attribute for the financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return.

                                       11
<PAGE>

NOTE 9 - 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 approximately $13,900. 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 June 30, 2007:

               For the periods ending
               June 30,                                       Estimated
                                                             ----------
                    2007                                        169,300
                    2008                                        171,800
                    2009                                        177,000
                    2010                                         44,300
                                                             ----------
               Total minimum payments required               $  562,400

NOTE 10 - 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
revenues.


NOTE 11 - CONTINGENCIES

         We are involved in a number of other lawsuits, all of which have arisen
in the ordinary course of our business. We do not expect the liability, if any,
resulting from these matters to have a material adverse effect on our
consolidated financial position, results of operations or cash flows.

         LEGAL PROCEEDINGS:

         The Company and certain of its subsidiaries are subject to various
pending or threatened legal proceedings arising out of the normal course of
business or operations. In view of the inherent difficulty of predicting the
outcome of such matters, the Company cannot state what the eventual outcome of
these matters will be. However, based on current knowledge and after
consultation with legal counsel, management believes that current reserves,
determined in accordance with SFAS No. 5, "Accounting for Contingencies" (SFAS
5), are adequate, and the amount of any incremental liability arising from these
matters is not expected to have a material adverse effect on the Company's
consolidated financial condition or results of operations.

                                       12
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

              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.

COMPARISON OF OPERATING RESULTS FOR THE SIX MONTHS ENDED JUNE 30, 2007 TO THE
SIX MONTHS ENDED JUNE 30, 2006

Revenues and Expenses

         For the six months ended June 30, 2007 as compared to the six months
ended June 30, 2006, we had revenues of $ 2,078,793 as compared to $ 695,826, an
increase of $1,382,967 or 198.75%. The primary reasons for this increase in
revenues are 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. As the business has grown, revenue has grown, to
reflect the growth of the business. Our travel division was not operational
during the comparable period in 2006. As of June 30, 2007, we have 32 medical
professionals available for travel positions, which should increase our
revenues.

                                       13
<PAGE>

Operating Expenses

         for the six months ended June 30, 2007, as compared to the six months
ended June 30, 2006, our total operating expenses increased from $1,931,154 to
$4,526,752, an increase of $2,595,598 or 134%. Our most significant expenses are
directly related to our staffing requirements. Our payroll expense increased
from $1,192,119 for the six months ended June 30, 2006 to $2,450,847 for the six
months ended June 30, 2007. We recorded costs related to our staffing relocation
of $1,200,090 for the six months ended June 30, 2007 compared to $248,256 for
the six months ended June 30, 2006. We expect payroll and employee related
expenses to continue to increase as our operations increase.

            We incurred $491,374 in interest expense for the six months ended
June 30, 2007 as compared to $83,392 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 increased from $93,820 for the six months ended
June 30, 2006 to $184,862 for the six months ended June 30, 2007 and our
administrative expenses increased from $124,856 for the six months ended June
30, 2006 to $274,460 for the six months ended June 30, 2007. The increased
advertising costs are leading to increased revenue.

Assets and Liabilities

         As of June 30, 2007, we had cash of $793,692 and accounts receivable of
$455,389. Our total current assets were $1,249,081. On December 31, 2006, we had
cash of $ 96,252 and accounts receivable of $ 238,878, as well as current assets
of $ 335,130. As the business has grown, assets such as cash and accounts
receivable have grown, to reflect the growth of the business. In order to meet
our cash needs, we were required to offer both convertible debt and equity. As
of June 30, 2007, we have property and equipment totaling $238,864 less
accumulated depreciation of $101,207 for a total of $137,657. On December 31,
2006, we had property and equipment totaling $195,194 less accumulated
depreciation of $70,620 for a total of $124,574. Our company is growing. We have
hired more employees, and increased our quantity of furniture, and computers. We
also purchased a computer server, and now have all of our employees, on a
network, through the server. We also have an investment of $ 647,432, in a home
which the Company owns, in North Carolina, which was owned by the Company at the
time of its acquisition of Medical Connections, Inc. 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, on June 30, 2007, were recorded at a value of
$2,062,710. On December 31, 2006, our total assets were recorded at a value of
$1,135,676.

         As of June 30, 2007, we have current liabilities totaling $3,925,126
which results in a working capital deficit (current assets less current
liabilities) of $2,676,045. The majority, of our outstanding current
liabilities, are the result of securities, which have been issued, or, which we
are obligated, to issue. Specifically, we currently owe $3,146,290 pursuant to
our outstanding convertible debt instruments, and have recorded $276,814 as a
derivative liability. These debt instruments will be due, and payable, at
various times, over the next twelve months. It is currently anticipated, that
the Company will satisfy its obligations, to the debenture holders, by issuing
them shares, of our 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.
On December 31, 2006, we had current liabilities totaling $1,643,092 which
results in a working capital deficit (current assets less current liabilities)
of $1,307,962.

            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.

           As of June 30, 2007, our total liabilities are $4,384,578 and we have
an accumulated deficit of $14,405,387. On December 31, 2006, we had total
liabilities of $2,102,544 and an accumulated deficit of $11,782,197.


                                       14
<PAGE>

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

Net Loss

         Our (loss) from operations increased. It was $(2,447,959) for the six
months ended June 30, 2007 as compared to operating losses totaling $(1,235,328)
for the six months ended June 30, 2006. Our basic loss per share for the six
months ended June 30, 2007 was $(0.31) as compared to a basic loss per share of
$(2.56) for the six months ended June 30, 2006. The principal reason for the
significant decrease in our net loss per share, was due to an increase in the
weighted average number of shares outstanding. The Company's loss increased due
to the investment to expand its operations. Management believes this strategy
will lead to more revenue. 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. The Company will require
additional financing to continue as a going concern. There can be no assurance
the Company will be able to continue to obtain additional financing.

COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED JUNE 30, 2007 TO THE
THREE MONTHS ENDED JUNE 30, 2006

Revenues and Expenses

         For the three months ended June 30, 2007 as compared to the three
months ended June 30, 2006, we had revenues of $ 930,964 as compared to $
452,087, an increase of $478,877 or 106%. The primary reasons for this increase
in revenues are 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. As the business has grown, revenue has grown, to
reflect the growth of the business. Our travel division was not operational
during the comparable period in 2006. Now we have 32 individuals available for
travel positions, which should increase our revenues. We have also increased our
client base over the past year.

Operating Expenses

            Our total operating expenses increased from $914,879 for the three
months ended June 30, 2006 to $2,097,766 for the three months ended June 30,
2007. Our most significant expenses are directly related to our staffing
requirements. Our payroll expense increased from $707,429 for the three months
ended June 30, 2006 to $1,033,560 for the three months ended June 30, 2007. We
recorded costs related to our staffing relocation of $596,271 for the three
months ended June 30, 2007. Since our travel division was not operational in
2006, there were no expenses recorded for staffing relocations. We expect
payroll and employee related expenses to continue to increase as our operations
increase.

            We incurred $216,190 in interest expense for the three months ended
June 30, 2007 as compared to $41,886 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 increased from $49,477 for the three months
ended June 30, 2006 to $97,378 for the three months ended June 30, 2007 and our
administrative expenses increased from $31,954 for the three months ended June
30, 2006 to $126,249 for the three months ended June 30, 2007. These increases
are attributable to our decision to allocate greater sums to advertising now
that we have increased revenues.


                                       15
<PAGE>

Net Loss

            Our loss from operations increased. It was $(1,166,802) for the
three months ended June 30, 2007 as compared to operating losses totaling
$(462,792) for the three months ended June 30, 2006. Our basic loss per share
for the three months ended June 30, 2007 was $(0.10) as compared to a basic loss
per share of $(0.93) for the three months ended June 30, 2006. The principal
reason for the significant decrease in our net loss per share, was due to an
increase in the weighted average number of shares outstanding.

Liquidity and Capital Resources

         We use available finances to fund ongoing operations. In addition, we
have relied upon the sale of our securities, to fund operations. We use these
funds for direct operating expenses, as well as, general and administrative
purposes.


                                       16
<PAGE>

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.

         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.

                                       17

<PAGE>

         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, does 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.








                                       18
<PAGE>

                                PART II. OTHER INFORMATION


Item 1. Legal Proceedings.

         On June 26, 2007, we were served with a complaint by a former employee.
The complaint involves several different workplace issues which led to her
termination. The complaint was filed in the Circuit Court in and for Palm Beach
County, Florida, case # 502007CA010062-MB. The Company has filed an action in
Broward County Circuit Court against the Plaintiff. Except as set forth herein
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.

         Management believes that it has meritorious defenses to all asserted
claims. Nevertheless, if the current claims were adversely decided, management
does not believe that these claims will have an adverse affect on the Company's
operations.

Item 2. Unregistered Sales of Equity Securities


During the quarter ended June 30, 2007 we issued the following securities:

         At various dates, during the quarter, we issued a total of 1,125,530
shares, of our Common Stock.

         On June 4, 2007 we issued 25,000 shares, of our Common Stock, to one of
our employees, as part of a severance package, as well as, 25,000 shares, of our
Common Stock, to an advisor, for services to be rendered, over the next two
years.

         On June 18, 2007 we issued 100,000 shares, of our Common Stock, to a
different employee, also, as part of, a severance package.

         Also, during the quarter ended June 30, 2007, pursuant to a private
placement of the Company's securities, we issued a total of $439,000 in
convertible debentures. 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.

         Also during the quarter ended June 30, 2007, the Company issued $
821,475 in equity financing and issued a total of 11,319,859 shares of our
common stock.

         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

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

                                       19

<PAGE>

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 June 30, 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


                                       20
<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:  August 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:  August 14, 2007
    ---------------------
    Joseph Azzata
    CEO/ Director



/s/  Brian Quillen                              Date:  August 14,  2007
-------------------------
Brian Quillen, CFO




                                       21