================================================================================
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

                FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2006

                                       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 number:    000-50292

                                 MM2 GROUP, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         NEW JERSEY                                              20-2554835
--------------------------------------------------------------------------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

           750 ROUTE 34
            MATAWAN, NJ                                                  07747
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                              (Zip Code)

Registrant's Telephone Number, Including Area Code:  (732) 441-7700

The former name of the registrant was Wien Group, Inc. The former address of the
registrant was 525 Washington Blvd., Jersey City, New Jersey, 07310

         Securities registered under Section 12(b) of the Exchange Act:
                                      NONE.

         Securities registered under Section 12(g) of the Exchange Act:
                          CLASS A COMMON, NO PAR VALUE

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for 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 check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).  YES [X] NO [_]

Number of shares of Class A, common stock,
      No par value, outstanding as of May 19, 2006:            123,315,251

Transitional Small Business Disclosure Format (check one).  YES [_] NO [X]

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

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

             MM2 GROUP, INC (F/K/A/ WIEN GROUP, INC.) AND SUBSIDIARY
                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                    FOR THE NINE MONTHS ENDED MARCH 31, 2006

                                TABLE OF CONTENTS
                                -----------------


                                                                       Page No.
                                                                       --------

PART I.           FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements (Unaudited)

         Balance Sheet - March 31, 2006                                  2

         Statements of Operations - For the nine months and three months
            ended March 31, 2006 and 2005                                3

         Statements of Cash Flows - For the nine months ended
            March 31, 2006 and 2005                                      4 - 5

         Notes to Condensed Consolidated Financial Statements            6 - 14

Item 2.  Management's Discussion and Analysis or Plan of Operation       15 - 18

Item 3.  Controls and Procedures                                         19

PART II. OTHER INFORMATION

Item 6.  Exhibits                                                        20







                                       1
<PAGE>

             MM2 GROUP, INC (F/K/A/ WIEN GROUP, INC.) AND SUBSIDIARY
                CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
                                 MARCH 31, 2006

                                     ASSETS
                                     ------

CURRENT ASSETS
Cash and cash equivalents                                          $    591,247
Prepaid expenses                                                        154,867
                                                                   ------------
    Total current assets                                                746,114

PROPERTY AND EQUIPMENT
    Net of accumulated depreciation of $794                               3,637
                                                                   ------------

TOTAL ASSETS                                                       $    749,751
                                                                   ============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
                      -------------------------------------

CURRENT LIABILITIES
Accounts payable and accrued expenses                              $    125,176
Due to related parties                                                  395,203
Convertible debentures payable, net of discount of $4,687             1,245,313
                                                                   ------------
    Total current liabilities                                         1,765,692
                                                                   ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT
Preferred stock, $1.00 par value; authorized 1,000,000 shares;
    no shares issued and outstanding                                       --
Common stock:
   Class A - no par value; authorized 450,000,000 shares;
       123,315,251 shares issued and outstanding                          1,000
   Class B - no par value; authorized 50,000,000 shares;
       10,000,000 shares issued and outstanding                           1,000
Additional paid-in capital - conversion option                          787,292
Additional paid-in capital - warrants                                 1,005,004
Accumulated deficit                                                  (2,810,237)
                                                                   ------------
   Total stockholders' Deficit                                       (1,015,941)
                                                                   ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                        $    749,751
                                                                   ============





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

                                       2
<PAGE>

             MM2 GROUP, INC (F/K/A/ WIEN GROUP, INC.) AND SUBSIDIARY
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


<TABLE><CAPTION>
                                                      For the Nine months Ended              For the Three Months Ended
                                                             March  31,                              March 31,
                                                 ----------------------------------      ----------------------------------
                                                      2006                2005                2006                2005
                                                 --------------      --------------      --------------      --------------
<S>                                              <C>                 <C>                 <C>                 <C>
GENERAL AND ADMINISTRATION
  EXPENSES
  General and administration expenses            $      556,971      $      132,129      $      185,422      $      111,736
  Depreciation expenses                                     665                --                   222                --
                                                 --------------      --------------      --------------      --------------

  Total general and administration expenses             557,636             132,129             185,644             111,736
                                                 --------------      --------------      --------------      --------------

LOSS FROM OPERATIONS                                   (557,636)           (132,129)           (185,644)           (111,736)
                                                 --------------      --------------      --------------      --------------

OTHER (INCOME) EXPENSE
    Interest (income)                                   (21,248)               --                (6,533)               --
    Interest expense                                     89,236                --                15,625                --
    Liquidated damages                                     --                  --              (150,000)               --
    Amortization of discount on debt conversion         782,604                --                 4,687                --
    Write-off of financing costs                      1,046,671                --               964,812                --
                                                 --------------      --------------      --------------      --------------

  Total other (income) expense                        1,897,263                --               828,591                --
                                                 --------------      --------------      --------------      --------------

NET LOSS APPLICABLE TO COMMON
    SHARES                                       $   (2,454,899)     $     (132,129)     $   (1,014,235)     $     (111,736)
                                                 ==============      ==============      ==============      ==============

NET LOSS PER COMMON SHARE
  Basic and diluted                              $        (0.03)     $        (0.02)     $        (0.01)     $        (0.02)
                                                 ==============      ==============      ==============      ==============

WEIGHTED AVERAGE SHARES OUTSTANDING
  Basic and diluted                                  76,770,905           7,171,060         123,315,251           7,179,272
                                                 ==============      ==============      ==============      ==============
</TABLE>







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

                                       3
<PAGE>


             MM2 GROUP, INC (F/K/A/ WIEN GROUP, INC.)AND SUBSIDIARY
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE><CAPTION>
                                                                For the nine months ended
                                                                        March 31,
                                                             ------------------------------
                                                                 2006              2005
                                                             ------------      ------------
<S>                                                          <C>               <C>
CASH FLOW FROM OPERATING ACTIVITIES
 Net loss                                                    $ (2,454,899)     $   (132,129)
 Adjustments to reconcile net loss to net cash (used in)
   operating activities
      Depreciation                                                    665              --
      Amortization of discount on debt conversion                 782,604              --
         Write-off of financing costs                           1,046,671              --
 Changes in certain assets and liabilities:
      (Increase) in prepaid expenses                             (108,143)             --
Increase in accounts payable and accrued liabilities               89,884              --
      Increase in due to related parties                          200,222           132,129
                                                             ------------      ------------
 Total cash (used in) operating activities                       (442,996)             --
                                                             ------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES
 Purchase of property and equipment                                  (556)             --
                                                             ------------      ------------
 Total cash (used in) investing activities                           (556)             --
                                                             ------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES
 Net proceeds from sale of common stock                              --               2,000
                                                             ------------      ------------
 Total cash provided by financing activities                         --               2,000
                                                             ------------      ------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS             (443,552)            2,000

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                 1,034,799              --
                                                             ------------      ------------

CASH AND CASH EQUIVALENTS - END OF PERIOD                    $    591,247      $      2,000
                                                             ============      ============

CASH PAID DURING THE PERIOD FOR:
 Interest expense                                            $       --        $       --
                                                             ============      ============
 Income taxes                                                $       --        $       --
                                                             ============      ============
</TABLE>







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

                                       4
<PAGE>

             MM2 GROUP, INC (F/K/A/ WIEN GROUP, INC.)AND SUBSIDIARY
     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)(CONTINUED)

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES

For the nine months ended March 31, 2006:
-----------------------------------------

On June 24, 2005, the Company's Board of Directors declared a one-for-one stock
dividend of the common stock payable on July 29, 2005 to shareholders of record
as of July 11, 2005. The Company issued 3,689,636 shares.

On October 19, 2005, the Company issued a total of 115,933,332 shares of Class A
Common Stock and 10,000,000 shares of Class B Common Stock to Mr. Mahoney and
Mr. Meller pursuant to the terms of the Acquisition Agreement in exchange for
the outstanding shares of Old MM2's Class A Common Stock and Class B Common
Stock. [See Note 1 to the Financial Statements]

For the nine months ended March 31, 2005:
-----------------------------------------

On July 6, 2004, the Company issued 225,000 shares of its common stock to
directors for services rendered during the fiscal year ended June 30, 2004. The
Company valued the services at $45,000.















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

                                       5
<PAGE>

             MM2 GROUP, INC (F/K/A/ WIEN GROUP, INC.) AND SUBSIDIARY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2006

NOTE 1 - DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Description of business
-----------------------
MM2 Group, Inc. ("MM2", or the "Company"), was incorporated in New York on March
18, 1968 under the name John DeNegris Associates, Inc.. In 1974, John DeNegris
Associates, Inc. changed its name to Wien Group, Inc. ("Wien (NY)"). Wien (NY)
conducted a public relations business and traded in the public market until
December 1991 when the corporation ceased operations. Wien (NY) remained
inactive until September 1998 when it reacquired its good standing status with
the State of New York. Wien (NY) did not conduct any business prior to July
2001, at which time it initiated its business of providing corporate financial
advisory services to small and emerging companies that require advisory services
to continue their growth within their respective industries. Wien (NY) primarily
focused on the manufacturing, retail, music & entertainment, and health care
industries. These services include: general corporate finance, merger and
acquisition advisory services, consulting on overall corporate strategy,
facilitating asset-based lending, and arranging equipment-leasing contracts.

On September 23, 2005, Wien (NY) reincorporated in the state of New Jersey
pursuant to a Plan and Agreement of Merger. Pursuant to such Plan and Agreement
of Merger, Wien (NY) merged with and into its wholly owned subsidiary ("Wien
(NJ)") with Wien (NJ) being the surviving entity., Wien (NJ)'s charter provided
for the authorization of Class A Common Stock (the "Wien (NJ) Class A Common"),
Class B Common Stock ("Wien (NJ) Class B Common"), and Preferred Stock ("Wien
(NJ) Preferred"). Pursuant to the Plan and Agreement of Merger, each holder of
Wien (NY)'s Common Stock received one share of Wien (NJ) Class A Common in
exchange for each share of such holder's Common Stock.

On October 12, 2005, Wien (NJ)'s name was changed to MM2 Group, Inc.

On October 19, 2005, Wien (NJ) completed its previously disclosed acquisition
(the "Acquisition") of all of the outstanding shares of MM2 Group, Inc., a New
Jersey corporation ("OldMM2"). The Acquisition was effected pursuant to the
terms of the Acquisition Agreement dated July 8, 2005 (the "Acquisition
Agreement") between Wien (NY), Wien (NJ), Stephen Wien, OldMM2 and the
stockholders of OldMM2 as of the date of the Acquisition Agreement. Prior to the
closing of the Acquisition, certain terms and conditions of the Acquisition
Agreement were amended by the parties thereto. The primary changes were to (i)
allow fractional shares of Wien (NJ) to be issued in connection with the
Acquisition, (ii) correctly state the authorized capital stock of Wien (NJ) and
Wien (NY) and (iii) specify the authorized stock of Wien (NJ) following the
reincorporation.

The Company had nominal operations immediately before and after the Acquisition.
OldMM2 was a corporation formed on December 8, 2004. Other than the Acquisition,
no significant business activity has been conducted by OldMM2 from the date of
its creation to the date of the consummation of the Acquisition. The primary
activity of OldMM2 involved seeking merger or acquisition candidates with whom
it could either merge or acquire.

                                       6
<PAGE>

             MM2 GROUP, INC (F/K/A/ WIEN GROUP, INC.) AND SUBSIDIARY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2006

The Company is publicly traded and is currently traded on the NASD Over The
Counter Bulletin Board ("OTCBB") under the symbol "MMGP".

Basis of presentation
---------------------
The acquisition was accounted for as a reverse merger under the purchase method
of accounting. Accordingly, MM2 Group, Inc. will be treated as the continuing
entity for accounting purposes. The accompanying financial statements include
the accounts of Old MM2, Wien (NY) and its wholly owned subsidiary Wien (NJ).
The unaudited interim condensed consolidated financial statements included
herein have been prepared by MM2 Group, Inc. and Subsidiary without audit,
pursuant to the rules and regulations of the Securities and Exchange Commission
(the "SEC"). Certain information and footnote disclosures normally included in
the financial statements prepared in accordance with accounting principles
generally accepted in the United States of America have been condensed or
omitted as allowed by such rules and regulations, and the Company believes that
the disclosures are adequate to make the information presented not misleading.
In the opinion of management, all adjustments (consisting only of normal
recurring adjustments) considered necessary for a fair presentation have been
included. It is suggested that these condensed consolidated financial statements
be read in conjunction with the June 30, 2005 audited financial statements of
the MM2 Group, Inc and the accompanying notes thereto filed as part of the Form
8-K/A dated October 19, 2005 and filed with the Securities and Exchange
Commission.

The result of operations for the three and nine month periods ending March 31,
2006 and 2005 are not necessarily indicative of the results to be expected for
the full year. References to the "Company," "we," "us" and "our" refer to MM2
Group Inc.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation
---------------------------
The accompanying condensed consolidated financial statements include the
accounts of the Company and its wholly owned subsidiary. All significant
intercompany transactions and accounts have been eliminated in consolidation.

Use of Estimates
----------------
The preparation of 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 reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents
-------------------------
The Company considers all highly liquid investments purchased with original
maturities of three months or less to be cash equivalents.

                                       7
<PAGE>

             MM2 GROUP, INC (F/K/A/ WIEN GROUP, INC.) AND SUBSIDIARY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2006

Basic and Diluted Earnings Per Common Share
-------------------------------------------
The Company displays earnings per share in a dual presentation of basic and
diluted earnings per share. Basic earnings per share includes no dilution and is
computed by dividing net income or loss available to common shareholders by the
weighted average number of common shares outstanding for the period. Diluted
earnings per share include the potential dilution, if any, that could occur if
securities or other contracts to issue common stock were exercised or converted
into common stock. The computation of diluted EPS does not assume conversion,
exercise, or contingent exercise of securities that would have an anti-dilutive
effect on earnings resulting from the Company's net loss position. The Company
has issued 20,750,000 warrants to purchase Class A Common Stock granted as of
March 31, 2006.

On June 24, 2005, the Company's Board of Directors declared a 1 for 1 stock
dividend whereby, on July 29, 2005, each holder of record of common stock as of
July, 11, 2005, would receive one additional share of common stock for each
share then held. For purposes of calculating the weighted average shares
outstanding used in the earnings per share calculation, the stock dividend has
been retroactively applied for the nine months ended March 31, 2006 and 2005.

The shares used in the computations are as follows:

<TABLE><CAPTION>
                                              For the nine months              For the three months
                                                ending March 31,                  ending March 31,
                                             2006             2005             2006             2005
                                         ------------     ------------     ------------     ------------
<S>                                        <C>               <C>            <C>                <C>
Average shares outstanding for
Basic and diluted earnings per share       76,770,905        7,171,060      123,315,251        7,179,272
                                         ============     ============     ============     ============
</TABLE>

Recent Accounting Pronouncement
-------------------------------
On December 16, 2004, the Financial Accounting Standards Board ("FASB")
published Statement of Financial Accounting Standards No. 123 (Revised 2004),
Share-Based Payment ("SFAS 123R"). SFAS 123R requires that compensation cost
related to share-based payment transactions be recognized in the financial
statements. Share-based payment transactions within the scope of SFAS 123R
include stock options, restricted stock plans, performance-based awards, stock
appreciation rights, and employee share purchase plans. The provisions of SFAS
123R are effective for small business issuers as of the first interim period
that begins after December 15, 2005. Accordingly, the Company will implement the
revised standard in the first quarter of fiscal year 2006. Currently, the
Company accounts for its share-based payment transactions under the provisions
of APB 25, which does not necessarily require the recognition of compensation
cost in the financial statements (note 3(d)). The Company has not issued any
options during the reporting periods and as such, the effect of SFAS 123R has no
impact on the results of operations for the nine months ended March 31, 2006.

In December 2004, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 151, "Inventory Costs."
SFAS No. 151 requires abnormal amounts of inventory costs related to idle
facility, freight handling and wasted material expenses to be recognized as
current period charges. Additionally, SFAS No. 151 requires that allocation of
fixed production overheads to the costs of conversion be based on the normal
capacity

                                       8
<PAGE>

             MM2 GROUP, INC (F/K/A/ WIEN GROUP, INC.) AND SUBSIDIARY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2006

of the production facilities. The standard is effective for fiscal years
beginning after June 15, 2005. The adoption of SFAS No. 151 did not have an
impact on the Company's financial position or results of operations.

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections." SFAS No. 154 replaces Accounting Principles Board ("APB") Opinion
No. 20, "Accounting Changes" and SFAS No. 3, "Reporting Accounting Changes in
Interim Financial Statements." SFAS No. 154 requires retrospective application
to prior periods' financial statements of a voluntary change in accounting
principle unless it is impracticable. APB No. 20 previously required that most
voluntary changes in accounting principle be recognized by including the
cumulative effect of changing to the new accounting principle in net income in
the period of the change. SFAS No. 154 is effective for accounting changes and
corrections of errors made in fiscal years beginning after December 15, 2005.
The adoption of SFAS No. 154 did not have an impact on the Company's financial
position or results of operations.

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, 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

                                       9
<PAGE>

             MM2 GROUP, INC (F/K/A/ WIEN GROUP, INC.) AND SUBSIDIARY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2006

choose either the use of an amortization or fair value method for subsequent
measurements, permits at initial adoption a one-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.

NOTE 3 - RELATED PARTY TRANSACTIONS

Wien (NY)'s offices were provided without rent by an entity which was formerly
owned and controlled by the Wien (NY)'s president and principal shareholder.

As of March 31, 2006, the Company has accrued $395,203 of deferred compensation
for the Chairman and the President of the Company. These deferrals will remain
unpaid until the Board of Directors determines that the Company has sufficient
liquidity to make such payments. The Chairman and the President of the Company
have further agreed, however, to accept payment or partial payment, from time to
time, in the form of the Company's Class A Common Stock and/or the Company's
Class B Company Stock, at such time as the Board of Directors determines to
issue such shares in satisfaction of these accrued liabilities.

On June 1, 2005, the Company entered into a sub-lease of an office at 750
Highway 34, Matawan, NJ with iVoice, Inc. The rent is on a month-to-month basis
for $350 per month, and may be increased from time to time to pass on increases
in rent and utilities paid by iVoice, Inc.

NOTE 4 - STOCKHOLDERS' DEFICIT

In accordance with its Certificate of Incorporation as filed on July 7, 2005,
the Company is authorized to issue 450,000,000 shares of Class A common stock,
no par value; and 50,000,000 shares of Class B Common Stock, no par value.
Additionally, the board of directors had the rights to prescribe and authorize
the issuance of 1,000,000 preferred shares, $1.00 par value.

CLASS A COMMON STOCK

Class A Common Stock consists of the following as of March 31, 2006: 450,000,000
shares of authorized common stock with no par value, 123,315,251 shares were
issued and outstanding. Each holder of Class A common stock is entitled to
receive ratably dividends, if any, as may be declared by the Board of Directors
out of funds legally available for the payment of dividends. The Company has
never paid any dividends on its common stock and does not contemplate doing so
in the foreseeable future. The Company anticipates that any earnings generated
from operations will be used to finance the growth objectives.

                                       10
<PAGE>

             MM2 GROUP, INC (F/K/A/ WIEN GROUP, INC.) AND SUBSIDIARY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2006

For the nine months ending March 31, 2006, the Company had the following
transactions in its Class A common stock:

       On June 24, 2005, the Company's Board of Directors declared a one-for-one
stock dividend of the common stock payable on July 29, 2005 to shareholders of
record as of July 11, 2005. Wien issued 3,689,636 shares.

       On October 19, 2005, the Company issued a total of 115,933,332 shares of
Class A Common Stock to Mr. Mahoney and Mr. Meller pursuant to the terms of the
Acquisition Agreement in exchange for the outstanding shares of Old MM2's Class
A Common Stock.


CLASS B COMMON STOCK

As of March 31, 2006, Class B Common Stock consisted of 50,000,000 shares of
authorized common stock with no par value, 10,000,000 shares were issued and
outstanding. Class B stock has voting rights of 100 to 1 with respect to Class A
Common Stock. Class B common stockholders are entitled to receive dividends in
the same proportion as the Class B Common Stock conversion and voting rights
have to Class A Common Stock. A holder of Class B Common Stock has the right to
convert each share of Class B Common Stock into the number of shares of Class A
Common Stock determined by dividing the number of Class B Common Stock being
converted by a 50% discount of the lowest price that the Company had ever issued
its Class A Common Stock. Upon the liquidation, dissolution, or winding - up of
the Company, holders of Class B Common Stock will be entitled to receive
distributions.

For the nine months ending March 31, 2006, the Company had the following
transactions in its Class B common stock:

         On October 19, 2005, the Company issued a total of 10,000,000 shares of
Class B Common Stock to Mr. Mahoney and Mr. Meller pursuant to the terms of the
Acquisition Agreement in exchange for the outstanding shares of Old MM2's Class
B Common Stock.


PREFERRED STOCK

Preferred Stock consists of 1,000,000 shares of authorized preferred stock with
$1.00 par value. As of March 31, 2006, no shares were issued or outstanding.

NOTE 5 - WARRANTS

On April 1, 2005, the Company sold to Cornell Capital a warrant to purchase
750,000 shares of its common stock for a purchase price of $10. The exercise
price shall be the average of the volume weighted average prices of the
Company's Common Stock, as quoted by Bloomberg, LP for the first five (5)
trading days after the Company's Common Stock becomes listed on the OTC

                                       11
<PAGE>

             MM2 GROUP, INC (F/K/A/ WIEN GROUP, INC.) AND SUBSIDIARY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2006

Bulletin Board. Concurrent with the closing of the Acquisition Agreement, the
exercise price was established to be $.07 per share which represented a fixed
price for the common shares. The warrants expire two years from the date of
issue. The fair value of $40,192 was estimated at October 19, 2005 using the
Black-Scholes option-pricing model with the following weighted-average
assumptions: dividend yield of 0%; expected volatility of 191%; risk-free
interest rates of 4.00%; and expected life of 1.5 years. The expense was charged
to financing costs in the same period.

On March 16, 2006, the Company issued to Cornell Capital a warrant to purchase
20,000,000 shares of its common stock (the "Warrant") pursuant to the Waiver and
Extension Agreement between the Company and Cornell Capital Partners. The
exercise price is $.05 per share (or as adjusted pursuant to the terms of the
Warrant). The Warrant expire five years from the date of issue. The fair value
of $964,812 was estimated at date of grant using the Black-Scholes
option-pricing model with the following weighted-average assumptions: dividend
yield of 0%; expected volatility of 185%; risk-free interest rates of 4.00%; and
expected life of 5 years. The expense was charged to financing costs in the same
period.

NOTE 6 -  CONVERTIBLE DEBENTURES PAYABLE

On April 1, 2005, the Company entered into a Securities Purchase Agreement, a 5%
Secured Convertible Debenture and an Investor Registration Rights Agreement with
Cornell Capital Partners, LP ("Cornell"). According to the terms of these
agreements, Cornell shall purchase a minimum of $2,500,000 of 5% secured
convertible debentures, which shall be convertible into shares of the Company's
Class A common stock, of which $1,250,000 shall be funded within 5 days of the
first closing and due on January 1, 2006. Interest on the outstanding principal
balance of the secured convertible debentures accrues at the annual rate of 5%.
Interest payments on the outstanding principal balance are due and payable
monthly commencing on May 1, 2005. Principal payments are due and payable
monthly, in arrears, commencing on the earlier of i) the date the registration
statement is declared effective by the United States Securities and Exchange
Commission or ii) 4 months from the date of the agreement. The Company has the
option to redeem a portion or all of the outstanding debentures at 120% of the
amount redeemed plus accrued interest. The holder shall be entitled to convert
up to 15% of the secured convertible debentures into the Company's Class A
Common Stock at a price equal to twenty percent (20%) of the weighted average
price of the Class A Common Stock for the first five trading days after the
Company Stock becomes listed on the OTC Bulletin Board which was established to
be $.07 per share. The holder shall also be entitled to convert the balance of
the debenture at $.07 per share. In the event of a default, the full principal
amount of this Debenture, together with interest and other amounts owing, shall
be due and payable in cash, provided however, the Holder may request payment of
such amounts in Common Stock of the Obligor. The Holder may convert all
debentures outstanding and accrued interest thereon into shares of Common Stock
at a conversion price of ten percent (10%) of the average of the volume weighted
average price of the Class A Common Stock for the first five trading days after
the Company Stock becomes listed on the OTC Bulletin Board. A Holder may not
convert this Debenture or receive shares of Common

                                       12
<PAGE>

             MM2 GROUP, INC (F/K/A/ WIEN GROUP, INC.) AND SUBSIDIARY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2006

Stock as payment of interest hereunder to the extent such conversion or receipt
of such interest payment would result in the Holder beneficially owning in
excess of 4.9% of the then issued and outstanding shares of Common Stock,
including shares issuable upon conversion of, and payment of interest on, this
Debenture.

Pursuant to the terms of the Investor Registration Rights Agreement with
Cornell, the Company was to file a registration statement with the SEC within
seventy five (75) calendar days and to use its best efforts to have the Initial
Registration Statement declared effective by the SEC no later than one hundred
eighty (180) calendar days after the date of the agreement. In the event of
default of the registration rights agreement, the Company will pay liquidated
damages, either in cash or shares of the Company's Common Stock, at 2% of the
liquidated value of the Convertible Debentures outstanding for each thirty (30)
day period after the Scheduled Filing Deadline or the Scheduled Effective
Deadline as the case may be, which is estimated to be $25,000 per thirty (30)
day period. Any Liquidated Damages payable hereunder shall not limit, prohibit
or preclude the Investor from seeking any other remedy available to it under
contract, at law or in equity.

On March 17, 2006, the Company entered into a Waiver and Extension Agreement and
an Amended Investor Registration Right Agreement with Cornell Capital to extend
the maturity date of the debenture for an additional 6 months from January 1,
2006 to July 1, 2006 and further agree that the maturity date shall be further
extended for an additional 6 months. The Amended Investor Registration Rights
Agreement also reset the deadline for filing the Initial Registration Statement
with the SEC till June 16, 2006 and for the Company to use its best efforts to
have the Initial Registration Statement declared effective by the SEC no later
than July 14, 2006, and if the Company fails to file the Registration Statement
by the Scheduled Filing Deadline, the Company shall pay the Investors one (1)
month of liquidated damages. The Waiver and Extension Agreement also provides
that Cornell will waive any Event of Default that may have occurred prior to the
date hereof solely due to the failure of the Company to pay monies owed under
the terms of the debenture and to waive any claim to liquidated damages owed by
the Company to Cornell pursuant to the terms of the Registration Rights
Agreement. In consideration for the above, the Company issued to Cornell a
warrant to purchase 20,000,000 shares of the Company's class A common stock for
a period of 5 years at an exercise price of $0.05 per share. The shares of
Common Stock to be issued upon exercise of the Warrant shall be registered in
accordance with the Registration Rights Agreement (or as subsequently amended).
The Company's failure to register such shares of Common Stock shall be an Event
of Default under the Convertible Debentures issued under the Securities Purchase
Agreement dated April 1, 2005 (or as subsequently amended).

NOTE 7 -  COMMITMENTS AND CONTINGENCIES

The Company entered into two employment agreements with Jerome Mahoney, its
non-executive Chairman of the Board and Mark Meller, its President and Board
Member, as of December 15, 2004. Each of the employment agreements is for a term
through March 31, 2011 and provides for annual compensation of $200,000 with an
annual increase of 10%. In addition, each executive shall be entitled to company
sponsored fringe benefits and annual bonuses in accordance with the

                                       13
<PAGE>

             MM2 GROUP, INC (F/K/A/ WIEN GROUP, INC.) AND SUBSIDIARY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2006

Company policies and plans in effect for Executive officers of the Company. The
executives shall also be granted stock options under the Company's stock option
plan as adopted by the Board of Directors and the shareholders of the Company.
The executives will each receive a $750,000 bonus for the successful completion
of the registration of the Company's stock on Form S-1, SB-2 and any other such
form of registration statement declared effective by the Securities and Exchange
Commission. This bonus shall be paid in a lump sum on the date the registration
statement is declared effective, or alternately, at the discretion of the
Company and with the agreement of the Executive, in shares of the Company's
Class B Common Stock.

On June 1, 2005, the Company entered into a sub-lease of an office at 750
Highway 34, Matawan, NJ with iVoice, Inc. The rent is on a month-to-month basis
for $350 per month, and may be increased from time to time to pass on increases
in rent and utilities paid by iVoice, Inc.

NOTE 8 - GOING CONCERN

The accompanying condensed consolidated financial statements have been prepared
in conformity with accounting principles generally accepted in the United States
of America, which contemplates continuation of the Company as a going concern.

The Company has suffered recurring losses and experiences a deficiency of cash
flow from operations. These matters raise substantial doubt about the Company's
ability to continue as a going concern. The recoverability of a major portion of
the recorded asset amounts shown in the accompanying consolidated balance sheet
is dependent upon continued operations of the Company, which in turn, is
dependent upon the Company's ability to raise capital and/or generate positive
cash flows from operations.

These condensed consolidated financial statements do not include any adjustments
relating to the recoverability and classification of recorded assets, or the
amounts and classification of liabilities that might be necessary in the event
the Company cannot continue in existence.

NOTE 9 - SUBSEQUENT EVENTS

On April 13, 2006, the Company entered into a non-binding Letter of Intent to
acquire Genotec Nutritionals, Inc, a New York based manufacturer and distributor
of nutritional supplements and vitamins. The transaction, which is subject to
due diligence and the usual and customary closing conditions, is expected to
close in June 2006.

                                       14
<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF
OPERATIONS

This discussion and analysis of our financial condition and results of
operations includes "forward-looking" statements that reflect our current views
with respect to future events and financial performance. We use words such as we
"expect," "anticipate," "believe," and "intend" and similar expressions to
identify forward-looking statements. You should be aware that actual results may
differ materially from our expressed expectations because of risks and
uncertainties inherent in future events and you should not rely unduly on these
forward looking statements. We will not necessarily update the information in
this discussion if any forward-looking statement later turns out to be
inaccurate.

You should read the following discussion in conjunction with our financial
statements and related notes included elsewhere in this filing as well as our
audited statements and related notes for the fiscal year ended June 30, 2005
filed with Form 10-KSB and the information contained in a Current Report on Form
8-K/A dated October 19, 2005. The following discussion contains forward-looking
statements. Please see Forward-Looking Statements for a discussion of
uncertainties, risks and assumptions associated with these statements

PLAN OF OPERATION
-----------------

The primary acitivity of the Company, following the reverse merger with OldMM2,
will involve seeking merger or acquisition candidates with whom it can either
merge or acquire. Neither the Company nor OldMM2 has any understanding,
agreement or arrangement with respect to the acquisition or merger of the
Company. The Company does not intend to limit potential acquisition candidates
to any particular field or industry, but does retain the right to limit
acquisition or merger candidates, if it so chooses, to a particular field or
industry. The Company's plans are in the conceptual stage only.

The Company has a limited operating history on which to base an evaluation of
its business and prospects. Its prospects must be considered in light of the
risks, expenses and difficulties frequently encountered by companies in their
early stage of development, particularly companies in new and rapidly evolving
markets. The Company will encounter various risks in implementing and executing
its business strategy. The Company can provide no assurance that it will be
successful in addressing such risks, and the failure to do so could have a
material adverse effect on its business.

The Company does not presently intend to make any loans to any prospective
merger or acquistion candidate, or to any unaffiliated third parties.

The officers and directors of the Company are currently involved in other
activities and will devote only a portion of their time to the specific business
affairs of the Company until such time as a merger or acquisition candidate has
been determined. At such time, they expect to spend the necessary time and
effort to investigate and finalize any merger or acquisition.

The Company will seek to merge with or acquire private operating company(ies)
which management believes has good business fundamentals and significant growth
potential.

                                       15
<PAGE>

We do not expect to purchase any significant equipment for the foreseeable
future, unless we are successful in completing a merger or acquisition with an
operating company.

We do not expect any significant changes in the numbers of employees in the next
twelve months, unless we are successful in completing a merger or acquisition
with an operating company.

We do not plan to provide any services or plan to generate any revenues for the
foreseeable future. Our management team will, however, continue to receive
compensation in accordance with their employment agreements while they continue
to investigate potential merger and acquisition candidates. We intend to limit
our operations initially to seeking merger and acquisition candidates.

NINE MONTHS ENDED MARCH 31, 2006 COMPARED TO NINE MONTHS ENDED MARCH 31, 2005
-----------------------------------------------------------------------------

During the nine months ended March 31, 2006, management has focused its energies
on closing the reverse merger with the Wien Group and identifying and
researching new acquisition opportunities. There were no new revenues for the
nine month period and $557,636 of general and administrative expenses were
primarily comprised of salary and benefits for the officers and staff and legal
and accounting fees directly related to the merger. All open accounts payable
for Wien (NY) have been settled and the cash remaining after the settlement was
refunded to the Wien (NY) Officers in settlement of the loans to the Company.

Total other (income) expense for the nine months ended March 31, 2006 were an
expense of $1,897,263. Of this amount, there was $21,248 for interest income
earned on the short-term investments in Triple A credit rated money market funds
that have 7 day auction rates competitive with current market conditions.
Interest expense of $89,326 is related to the Cornell debentures. Amortization
of the discount on the debt conversion of $782,604 recognizes the intrinsic
value of the conversion option on the Cornell debentures and amortizes it over
the nine month term of the debenture. The write-off of financing costs of
$1,046,671 represents the fair value of the warrants sold to Cornell for the
various financing arrangements and the amortization of the commitment and
structuring fees paid to Cornell.

Net loss for the nine-month period ending March 31, 2006 was $2,454,899 as
compared to a net loss of $132,129 for the nine-month period ending March 31,
2005. The increase in net loss in the current year was the result of higher
spending and the recognition of non-cash costs as discussed above.

THREE MONTHS ENDED MARCH 31, 2006 COMPARED TO THREE MONTHS ENDED MARCH 31, 2005
-------------------------------------------------------------------------------

During the three months ended March 31, 2006, management has focused its
energies on identifying and researching new acquisition opportunities. There
were no new revenues for the quarter and $185,644 of general and administrative
expenses were primarily comprised of salary and benefits for the officers and
staff and legal and accounting fees directly related to the merger.

                                       16
<PAGE>

Total other (income) expense for the three months ended March 31, 2006 was an
expense of $828,591. Of this amount, there was a $150,000 recapture on the
waiver of liquidated damages and $6,533 for interest income earned on the
short-term investments in Triple A credit rated money market funds that have 7
day auction rates competitive with current market conditions. Interest expense
of $15,625 is related to the accrued interest on the Cornell debentures.
Amortization of the discount on the debt conversion of $4,687 amortizes the
increased revaluation of the beneficial conversion on the Cornell debentures
which is amortized over the balance of the term of the debenture. The write-off
of financing costs of $964,812 represents the value of the warrants sold to
Cornell during the period.

Net loss for the three-month period ending March 31, 2006 was $1,014,235 as
compared to a net loss of $111,736 for the three-month period ending March 31,
2005. The increase in net loss in the current year was the result of higher
spending and the recognition of non-cash costs as discussed above.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

On April 1, 2005, the Company had entered into a security purchase agreement
with certain investors for the issuance of $2,500,000 in convertible debentures.
The debentures will be convertible into Class A common stock at the discretion
of the holders. Additionally, the Company has entered into a Standby Equity
Distribution Agreement ("SEDA") whereby the Company, at its discretion, may
periodically sell to investors shares of Class A Common Stock to raise capital
to fund its working capital needs. These transactions will require the Company
to register for resale a number of shares to facilitate these financial
transactions. On April 1, 2005, the Company issued $1,250,000 of secured
convertible debentures pursuant to the securities purchase agreement.

The Company is seeking additional operating income opportunities through
potential acquisitions or investments. Such acquisitions or investments may
consume cash reserves or require additional cash or equity. Our working capital
and additional funding requirements will depend upon numerous factors,
including: (i) strategic acquisitions or investments; (ii) an increase to
current company personnel; (iii) the level of resources that we devote to sales
and marketing capabilities; (iv) technological advances; and (v) the activities
of competitors.

To date, the Company has incurred substantial losses, and will require financing
for working capital to meet its operating obligations. While we have raised
sufficient working capital to fund our operations for what we believe should be
sufficient for the next 12 months, we will subsequently need to raise additional
capital to fund our future operations. We anticipate that we will require
financing on an ongoing basis for the foreseeable future to fund our working
capital needs.

During the nine months ended March 31, 2006, the Company had a net decrease in
cash of $443,552. The Company's principal sources and uses of funds were as
follows:

CASH USED BY OPERATING ACTIVITIES. The Company used $442,996, in cash for
operating activities in the nine months ended March 31, 2006. The decrease is
primarily the result of the losses from

                                       17
<PAGE>

operations sustained by the Company in the current year and offset by increases
in accounts payable and amounts due to related parties.

CASH USED BY INVESTING ACTIVITIES. The Company purchased equipment for $556
during the nine months ended March 31, 2006.

OFF-BALANCE SHEET ARRANGEMENTS
------------------------------

To date, the Company has no Off-Balance Sheet Arrangements.

FORWARD LOOKING STATEMENTS - CAUTIONARY FACTORS
-----------------------------------------------

Certain information included in this Form 10-QSB and other materials filed or to
be filed by us with the Securities and Exchange Commission (as well as
information included in oral or written statements made by us or on our behalf),
may contain forward-looking statements about our current and expected
performance trends, growth plans, business goals and other matters. These
statements may be contained in our filings with the Securities and Exchange
Commission, in our press releases, in other written communications, and in oral
statements made by or with the approval of one of our authorized officers.
Information set forth in this discussion and analysis contains various
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Private
Securities Litigation Reform Act of 1995 (the "Act") provides certain "safe
harbor" provisions for forward-looking statements. The reader is cautioned that
such forward-looking statements are based on information available at the time
and/or management's good faith belief with respect to future events, and are
subject to risks and uncertainties that could cause actual performance or
results to differ materially from those expressed in the statements. The
Company's actual results could differ materially from those anticipated in these
forward-looking statements as a result of several factors, including those more
fully described under the caption "Forward Looking Statements - Cautionary
Factors" within the Company's Current Report on Form 8-K/A dated October 19,
2005 and the Company's other filings with the Securities and Exchange
Commission. Forward-looking statements speak only as of the date the statement
was made. We assume no obligation to update forward-looking information to
reflect actual results, changes in assumptions or changes in other factors
affecting forward-looking information. Forward-looking statements are typically
identified by the use of terms such as "anticipate," "believe," "could,"
"estimate," "expect," "intend," "may," "might," "plan," "predict," "project,"
"should," "will," and similar words, although some forward-looking statements
are expressed differently. Although we believe that the expectations reflected
in such forward-looking statements are reasonable, we can give no assurance that
such expectations will prove to be correct.





                                       18
<PAGE>

ITEM 3.           CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.
-------------------------------------------------

Management of the Company has evaluated, with the participation of the Chief
Executive Officer and Chief Financial Officer of the Company, the effectiveness
of the Company's disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) as of the end of the fiscal quarter covered by this
Quarterly Report on Form 10-QSB. Based on that evaluation, the Chief Executive
Officer and Chief Financial Officer of the Company have concluded that the
Company's disclosure controls and procedures as of the end of the fiscal quarter
covered by this Quarterly Report on Form 10-QSB are effective to provide
reasonable assurance that information required to be disclosed by the Company in
the reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
rules and forms of the Securities and Exchange Commission and that the
information required to be disclosed in the reports is accumulated and
communicated to management, including our Chief Executive Officer and Chief
Financial Officer, to allow timely decisions regarding required disclosure.

CHANGES IN INTERNAL CONTROLS.
-----------------------------
Management of the Company has also evaluated, with the participation of the
Chief Executive Officer and Chief Financial Officer of the Company, any change
in the Company's internal control over financial reporting (as defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal
quarter covered by this Quarterly Report on Form 10-QSB. There was no change in
the Company's internal control over financial reporting identified in that
evaluation that occurred during the fiscal quarter covered by this Quarterly
Report on Form 10-QSB that has materially affected, or is reasonably likely to
materially affect, the Company's internal control over financial reporting.






                                       19
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 6.       EXHIBITS

a) Exhibits:

    10.1      Waiver and Extension Agreement with Cornell Capital Partners, LP
              dated March 16, 2006. (1)

    10.2      Warrant issued to Cornell Capital Partners, LP dated March 16,
              2006. (1)

    10.3      Amendment No. 1 of the Investor Registration Rights Agreement with
              Cornell Capital Partners, LP dated March 16, 2006. (1)

    31.1      Certification of Chief Executive and Chief Financial Officer
              pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section
              302 of the Sarbanes-Oxley Act of 2002.

    32.1      Certification of Chief Executive and Chief Financial Officer
              pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section
              906 of the Sarbanes-Oxley Act of 2002.

    -------------------------
         (1) Filed as an exhibit to the Current Report on Form 8-K dated March
             17, 2006 and incorporated herein.



















                                       20
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report on Form 10-QSB to be
signed on its behalf by the undersigned thereunto duly authorized.


MM2 Group, Inc.

By: /s/ Mark Meller                    Date:   May 22, 2006
   --------------------------------
Mark Meller, President,
Chief Executive Officer and
Principal Financial Officer


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/ Mark Meller                    Date:   May 22, 2006
   --------------------------------
Mark Meller, President,
Chief Executive Officer and
Principal Financial Officer




















                                       21
<PAGE>

                                INDEX OF EXHIBITS

    10.1      Waiver and Extension Agreement with Cornell Capital Partners, LP
              dated March 16, 2006. (1)

    10.2      Warrant issued to Cornell Capital Partners, LP dated March 16,
              2006. (1)

    10.3      Amendment No. 1 of the Investor Registration Rights Agreement with
              Cornell Capital Partners, LP dated March 16, 2006. (1)

    31.1      Certification of Chief Executive and Chief Financial Officer
              pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section
              302 of the Sarbanes-Oxley Act of 2002.

    32.1      Certification of Chief Executive and Chief Financial Officer
              pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section
              906 of the Sarbanes-Oxley Act of 2002.

    -------------------------
         (1) Filed as an exhibit to the Current Report on Form 8-K dated March
             17, 2006 and incorporated herein.

















                                       22