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

                       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, 2008

                                       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 Identification No.)
 incorporation or organization)

      5 REGENT STREET, SUITE 520
           LIVINGSTON, NJ                                   07039
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                 (Zip Code)

Registrant's Telephone Number, Including Area Code:  (732) 290-0019

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 [ ] NO [X]

Number of shares of outstanding Class A, Common Stock,
   No par value, outstanding as of May 19, 2008:                 377,105,051

Transitional Small Business Disclosure Format (check one). YES [ ] NO [X]
================================================================================
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2008

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

                                                                        Page No.
                                                                        --------

PART I.                      FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements (Unaudited)

         Balance Sheet - March 31, 2008                                   2-3

         Statements of Income - For the nine months and three
            months ended March 31, 2008 and 2007                            4

         Statements of Accumulated Other Comprehensive Loss - For
            the nine months ended March 31, 2008                            5

         Statements of Cash Flows - For the nine months ended
            March 31, 2008 and 2007                                       6-8

         Notes to Condensed Consolidated Financial Statements            9-20


Item 2.  Management's Discussion and Analysis or Plan of Operations     21-24

Item 3A(T). Controls and Procedures                                     25-26

PART II. OTHER INFORMATION

Item 6.  Exhibits                                                          27

                                        1
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
                                 MARCH 31, 2008

                                     ASSETS
                                     ------


CURRENT ASSETS
Cash and cash equivalents                                           $  154,241
Securities available for sale                                            4,000
Accounts receivable, net of allowance for doubtful accounts of $0      469,688
Inventory                                                              144,393
Prepaid expenses                                                        60,241
                                                                    ----------
    Total current assets                                               832,563
                                                                    ----------

PROPERTY AND EQUIPMENT, net of accumulated depreciation of $3,767        7,393
                                                                    ----------

OTHER ASSETS
Deposits and other assets                                                3,183
                                                                    ----------

TOTAL ASSETS                                                        $  843,139
                                                                    ==========

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

CURRENT LIABILITIES
Accounts payable and accrued expenses                               $1,536,885
Due to related parties                                                 877,453
Convertible debentures payable, net of discount of $379,594          1,399,464
Derivative liability                                                 1,297,895
Warrant liability                                                    1,009,437
                                                                    ----------

   Total current liabilities                                         6,121,134
                                                                    ----------

TOTAL LIABILITIES                                                    6,121,134
                                                                    ----------
COMMITMENTS AND CONTINGENCIES


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

                                        2
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
          CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED) (CONTINUED)
                                 MARCH 31, 2008


TEMPORARY EQUITY
Common stock: Class B - no par value, authorized 50,000,000
   shares; 10,000,000 shares issued and outstanding                      1,000
                                                                    ----------

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;
       226,216,161 shares issued and outstanding                     1,275,324
   Class B - no par value; authorized 50,000,000 shares;
       10,000,000 shares issued and outstanding                           --
Additional paid-in capital                                             750,000
Accumulated comprehensive loss                                        (276,000)
Accumulated deficit                                                 (7,028,319)
                                                                    ----------
   Total stockholders' deficit                                      (5,278,995)
                                                                    ----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                         $  843,139
                                                                    ==========

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

                                        3
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
       FOR THE NINE MONTHS AND THREE MONTHS ENDED MARCH 31, 2008 AND 2007

<TABLE><CAPTION>
                                                    For the nine months ended        For the three months ended
                                                            March 31,                         March 31,
                                                      2008             2007             2008             2007
                                                 -------------    -------------    -------------    -------------
<S>                                             <C>              <C>              <C>              <C>
SALES, net                                       $   1,888,499    $     674,230    $     685,663    $     247,954
COST OF SALES                                        1,463,814          250,864          498,373           96,610
                                                 -------------    -------------    -------------    -------------
GROSS PROFIT                                           424,685          423,366          187,290          151,344
                                                 -------------    -------------    -------------    -------------

GENERAL AND ADMINISTRATION EXPENSES
  Selling and marketing expenses                        23,186           27,960              424           20,460
  General and administrative expenses                1,076,789        1,197,307          327,673          615,118
  Depreciation expenses                                  1,426              994              558              551
  Amortization of financing costs                       23,438            7,812            7,813            7,812
                                                 -------------    -------------    -------------    -------------
  Total general and administration expenses          1,124,839        1,234,073          336,468          643,941
                                                 -------------    -------------    -------------    -------------

(LOSS) FROM OPERATIONS                                (700,154)        (810,707)        (149,178)        (492,597)
                                                 -------------    -------------    -------------    -------------

OTHER (INCOME) EXPENSES
    Other (income)                                      (9,782)         (57,816)          (1,490)          (8,496)
    Interest expense                                   147,526          108,589           47,387           46,460
    Liquidated damages                                 333,423          119,531          108,275           38,107
    (Gain) loss on revaluation of derivatives       (3,212,437)          57,382       (2,711,630)        (766,235)
    Consulting (income)                                (70,000)        (280,000)            --           (280,000)
    Beneficial interest expense                        165,152             --            165,074             --
    Amortization of discount on debt conversion        670,033          513,783          223,344          223,344
    Write-off of deferred financing costs                 --            369,625             --               --
                                                 -------------    -------------    -------------    -------------
  Total other (income) expenses                     (1,976,085)         831,094       (2,169,040)        (746,820)
                                                 -------------    -------------    -------------    -------------

INCOME (LOSS) BEFORE PROVISION FOR
  INCOME TAXES                                       1,275,931       (1,641,801)       2,019,862          254,223

PROVISION FOR INCOME TAXES                                --               --               --               --
                                                 -------------    -------------    -------------    -------------

NET INCOME (LOSS) APPLICABLE TO
    COMMON SHARES                                $   1,275,931    $  (1,641,801)   $   2,019,862    $     254,223
                                                 =============    =============    =============    =============

NET INCOME (LOSS) PER COMMON SHARE
  Basic                                          $        0.01    $       (0.01)   $        0.01    $        0.00
                                                 =============    =============    =============    =============
  Diluted                                        $        0.00    $       (0.01)   $        0.00    $        0.00
                                                 =============    =============    =============    =============

WEIGHTED AVERAGE SHARES OUTSTANDING
  Basic                                            173,416,986      138,179,546      196,783,162      144,349,948
                                                 =============    =============    =============    =============
  Diluted                                          450,000,000      138,179,546      450,000,000      165,099,948
                                                 =============    =============    =============    =============
</TABLE>

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

                                        4
<PAGE>

               MM2 GROUP, INC. AND SUBSIDIARIES
        CONDENSED CONSOLIDATED STATEMENT OF ACCUMULATED
             OTHER COMPREHENSIVE LOSS (UNAUDITED)
           FOR THE NINE MONTHS ENDED MARCH 31, 2008



Balance at July 1, 2007                                             $     --

Unrealized loss on securities available for sale:
     Unrealized losses arising during the period       $ (276,000)
                                                       ----------
     Net change for the period                                         (276,000)
                                                                     ----------
Balance at March 31, 2008                                            $ (276,000)
                                                                     ==========










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

                                        5
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                FOR THE NINE MONTHS ENDED MARCH 31, 2008 AND 2007
<TABLE><CAPTION>

                                                                          2008           2007
                                                                      -----------    -----------
<S>                                                                  <C>            <C>
CASH FLOW FROM OPERATING ACTIVITIES
Net income (loss)                                                     $ 1,275,931    $(1,641,801)
Adjustments to reconcile net income (loss) to net cash (used in)
  operating activities
      Depreciation                                                          1,426            994
      Common stock issued for services and compensation                    81,377        226,546
      Amortization of discount on debt conversion                         670,033        513,783
      Amortization of prepaid financing costs                              23,438          7,812
      (Gain) loss on revaluation of derivatives                        (3,212,437)        57,382
      (Gain) on disposition of derivative liability                          --          (40,192)
      Write-off of financing costs                                           --          369,625
      Beneficial interest expense                                         165,152           --
      Securities receivable for consulting income                         (70,000)      (280,000)
Changes in operating assets and liabilities:
      Accounts receivable                                                 125,692       (111,027)
      Inventory                                                            57,304       (208,915)
      Prepaid expenses and other assets                                    23,477         (1,065)
      Accounts payable and accrued liabilities                            400,811        490,945
      Due to related parties                                              158,970        216,390
                                                                      -----------    -----------
Total cash (used in) operating activities                                (298,826)      (399,523)
                                                                      -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
      Purchase of property and equipment                                   (4,532)        (2,196)
                                                                      -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
      Proceeds from debt financing                                           --          625,000
                                                                      -----------    -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                     (303,358)       223,281

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                           457,599        504,598
                                                                      -----------    -----------

CASH AND CASH EQUIVALENTS - END OF PERIOD                             $   154,241    $   727,879
                                                                      ===========    ===========

SUPPLEMENTAL CASH FLOW INFORMATION Cash paid during the period for:
 Interest expense                                                     $      --      $      --
                                                                      ===========    ===========
 Income taxes                                                         $      --      $      --
                                                                      ===========    ===========
</TABLE>

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

                                        6
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (CONTINUED)
                FOR THE NINE MONTHS ENDED MARCH 31, 2008 AND 2007


SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING AND INVESTING ACTIVITIES

For the nine months ended March 31, 2008:
-----------------------------------------
The Company issued 4,738,148 shares of its Class A Common Stock valued at
$38,458, as compensation to Meritz & Muenz LLP for repayment of legal services
valued at $38,380, which was provided during the year ended June 30, 2006,
pursuant to the terms of the MM2 Plan. A beneficial interest expense of $78 was
charged to operations.

The Company issued 2,999,600 shares of its Class A Common Stock valued at
$42,997, as compensation to officers of Genotec Nutritionals for bonuses
pursuant to the provisions of the Genotec Plan.

The Company issued 72,750,890 shares of its Class A Common Stock to YA Global
Investments (f/k/a Cornell Capital Partners) ("YA Global"), valued at $291,324,
for conversion of $126,250 of Secured Convertible Debentures issued on April 7,
2005 and subsequently amended on July 20, 2006. A beneficial interest expense of
$165,074 was charged to operations.

For the nine months ended March 31, 2007:
-----------------------------------------
The Company issued 1,849,689 shares of Class A common stock with a total value
of $120,230, which represents full satisfaction of the Commitment Shares under
the Standby Equity Distribution Agreement, pursuant to the Termination Agreement
of July 20, 2006.

The Company issued 3,150,311 shares of Class A common stock with a total value
of $204,770, for Commitment Shares pursuant to the Amended and Restated
Securities Purchase Agreement of July 20, 2006.

The Company issued 600,000 shares of its Class A common stock with a total value
of $30,000, as compensation to Stephen Wien for services provided.

The Company issued 825,852 shares of its Class A common stock with a total value
of $45,046, as compensation for the strategic alliance with UTEK Corporation to
identify synergistic technology acquisition opportunities.

The Company concluded the acquisition of Genotec Nutritionals, Inc. Pursuant to
the Asset Purchase Agreement, the Company issued 10,000,000 shares of Class A
common stock valued at $300,000 to to George Kontonotas, Joseph Freedman, Susan
Blancato, Michael Logerfo, Maureen McLaughlin, Paula Daddone, Maureen Bridges
and Robert Blancato.

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

                                        7
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (CONTINUED)
                FOR THE NINE MONTHS ENDED MARCH 31, 2008 AND 2007


 SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING AND INVESTING ACTIVITIES -Continued

      The net effect of the acquisition on cash flows is as follows:


      Accounts receivable                                    $  179,002
      Inventory                                                  34,191
      Prepaid expenses                                            2,149
      Security deposit                                            3,183
      Goodwill                                                  250,490
      Accounts payable and accrued expense                     (169,015)
      Common stock                                             (300,000)
                                                             ----------
      Total                                                  $      --
                                                             ==========

The Company issued 300,000 shares of its Class A common stock with a total value
of $10,500, as compensation for the consulting services with Allison Investment
Corp. on matters related to mergers and acquisitions.

The Company issued 100,000 restricted shares of its Class A common stock with a
total value of $4,000, to Dr. Yevsey Belinky for the continuing development of a
new cardiac supplement product line.

The Company issued 500,000 restricted shares of its Class A common stock with a
total value of $25,000, to William Maier pursuant to his consulting agreement
for product marketing services.

The Company issued 3,086,420 shares of Class A common stock to YA Global (f/k/a/
Cornell Capital Partners) as repayment of principal on outstanding convertible
debentures, valued at $50,000.

The Company received 4,000,000 shares of Class A common stock of Deep Field
Technologies as compensation for consulting services to be provided pursuant to
the terms of the Consulting Agreement entered into on February 13, 2007. The
value of the agreement was determined to be $1,120,000 and is being amortized
over six months ending August 13, 2007.

The Company issued 2,000,000 restricted shares of its' Class A Common Stock with
a total value of $112,000, to Dr. Jeffrey Shapiro, and his assignees, as a
partial fee for joining the Company's Board of Scientific Advisors and for
providing the Company consulting services relating to the development of a new
cardiac supplement product line.


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

                                        8
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                             MARCH 31, 2008 AND 2007


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 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.

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

                                        9
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                             MARCH 31, 2008 AND 2007

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).
These condensed consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States
for financial information and with the instructions to Form 10-QSB and
Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (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, 2007
audited financial statements and the accompanying notes thereto filed with the
Securities and Exchange Commission on Form 10-KSB.

On September 21, 2006, the Company completed the acquisition of Genotec
Nutritionals, Inc, a New York based manufacturer and distributor of nutritional
supplements. Pursuant to the Asset Purchase Agreement, the Company issued
10,000,000 shares of Class A common stock valued at $300,000 to George
Kontonotas, Joseph Freedman, Susan Blancato, Michael Logerfo, Maureen
McLaughlin, Paula Daddone, Maureen Bridges and Robert Blancato. In addition, the
Company executed three-year employment agreements with Mr. Kontonotas, Mr.
Freedman and Ms Blancato and purchased $75,000 of Genotec's Series A Convertible
Preferred Stock, which was used to fund the working capital.

The result of operations for the nine months ending March 31, 2008 are not
necessarily indicative of the results to be expected for the full year. For
further information, refer to the financial statements and footnotes included in
Form 10-KSB for the year ended June 30, 2007. References to the "Company," "we,"
"us" and "our" refer to MM2 Group Inc.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents
-------------------------
The Company considers all highly liquid investments purchased with original
maturities of three months or less to be cash equivalents. The Company had cash
equivalents at March 31, 2008 of $50,418. The cash equivalents represent
investments in Triple A credit rated money market funds that have 7-day auction
rates competitive with current market conditions.

Concentration of Credit Risk
----------------------------
Financial instruments that potentially subject the Company to credit risk
consist of cash equivalents and accounts receivable.

The Company places its cash in what it believes to be credit-worthy financial
institutions. However, cash balances may exceed FDIC insured levels at various
times during the year. The Company has uninsured cash balances at March 31, 2008
of $119,020.

                                       10
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                             MARCH 31, 2008 AND 2007

The Company provides credit terms to its corporate customers based on their
negotiated contracts, which range from "payment on delivery" to "90 days" terms.
Our two largest customers represent approximately $360,000, or 76%, of our
receivables at March 31, 2008. Both of these customers have excellent payment
histories and we do not expect to experience any losses on these collections.

Marketable Securities
---------------------
The Company has evaluated its investment policies consistent with FAS No. 115,
Accounting for Certain Investments in Debt and Equity Securities, and determined
that all of its investment securities are to be classified as
available-for-sale. Available-for-sale securities are carried at fair value,
with the unrealized gains and losses reported in Stockholders' Equity under the
caption Accumulated Other Comprehensive Loss.

Revenue Recognition
-------------------
The Company recognizes revenues when products are shipped from its warehouse or
when the Company is notified that product has been drop-shipped from the
suppliers or from our outsourced packagers

Our largest customer at March 31, 2008, represented approximately 80% of our
product sales for the nine months ended March 31, 2008. This customer is
satisfied with our products and service and we expect to continue to do business
with them for the foreseeable future.

Accounts Receivables
--------------------
Accounts receivables consist primarily of uncollected invoices for product
sales. Payment terms vary from customer to customer and range from "payment on
delivery" to "90 days" terms. In addition, collection on credit card sales is
generally settled in 5 days. The Company does not provide for customer returns,
but will accommodate customers in special circumstances. Management has
determined that, based on its experience, that no provision for product returns
is required at March 31, 2008.

Inventory
---------
Inventory consists primarily of bulk supplies of capsules and sealed powders,
bottles, caps and shipping containers are stored in our warehouse. Product
shipments from our warehouse are bottled and packaged immediately before
delivery. Inventory is valued at the average cost of all purchases.

Inventory reserves are estimated for excess and slow-moving inventory. These
estimates are based on current assessments about future demands, market
conditions and related management initiatives. If market conditions and actual
demands are less favorable than those projected by management, inventory
write-downs may be required. Management has determined that no provision for
excess and slow-moving inventory is required at March 31, 2008.

                                       11
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                             MARCH 31, 2008 AND 2007

Share-Based Payment
-------------------
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 has implemented
the revised standard in the quarter ending December 31, 2005. The adoption of
FAS 123R has not had any effect on the financial statements of the Company.

The Company measures compensation expense for its non-employee stock-based
compensation under the Financial Accounting Standards Board (FASB) Emerging
Issues Task Force (EITF) Issue No. 96-18, "ACCOUNTING FOR EQUITY INSTRUMENTS
THAT ARE ISSUED TO OTHER THAN EMPLOYEES FOR ACQUIRING, OR IN CONJUNCTION WITH
SELLING, GOODS OR SERVICES". The fair value of the option issued is used to
measure the transaction, as this is more reliable than the fair value of the
services received. Fair value is measured as 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.

Basic and Diluted Earnings Per Common Share
-------------------------------------------
SFAS No. 128, "Earnings Per Share" requires presentation of basic earnings per
share ("basic EPS") and diluted earnings per share ("diluted EPS").

The computation of basic EPS is computed by dividing income (loss) available to
common stockholders by weighted average number of common shares during the
period. Diluted earnings per share gives effect to all dilutive potential common
shares outstanding during the period. 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.

                                       12
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                             MARCH 31, 2008 AND 2007

The shares used in the computations are as follows:
<TABLE><CAPTION>
                                                                                         Nine months ended March 31,
                                                                                      --------------------------------
                                                                                          2008                2007
                                                                                      ------------        ------------
<S>                                                                                  <C>                 <C>
  Basic net income (loss) per share computation:
  ----------------------------------------------
    Net (loss) attributable to common stockholders                                    $  1,275,931        $ (1,641,801)
    Weighted-average common shares outstanding                                         173,416,986         138,179,546
    Basic net income (loss) per share attributable to common stockholders             $       0.01        $      (0.01)

  Diluted net income (loss) per share computation:
  ------------------------------------------------
    Net (loss) attributable to common stockholders                                    $  1,275,931        $ (1,641,801)
    Weighted-average common shares outstanding                                         173,416,986         138,179,546
    Incremental shares attributable to the assumed conversion of Class B
      common stock, convertible debentures and warrants                                 276,583,014            N/A
    Total adjusted weighted-average shares                                              450,000,000        138,179,546
    Diluted net income (loss) per share attributable to common stockholders           $        0.00       $      (0.01)
</TABLE>

The Company had common stock equivalents in excess of its authorized capital at
March 31, 2008, so the maximum authorized shares of 450,000,000 are shown for
diluted earnings per common share calculations. The Company had common stock
equivalents of 20,750,000 at March 31, 2007.

Comprehensive Income (Loss)
---------------------------
FAS No. 130, "Reporting Comprehensive Income", establishes standards for the
reporting and display of comprehensive income and its components in the
financial statements. The items of other comprehensive income that are typically
required to be displayed are foreign currency items, minimum pension liability
adjustments, and unrealized gains and losses on certain investments in debt and
equity securities. As of March 31, 2008, the Company has several items that
represent comprehensive income, and thus, has included a statement of
comprehensive income (loss).

Derivative Liabilities
----------------------
During April 2003, the Financial Accounting Standards Board issued SFAS 149,
"Amendment of Statement 133 on Derivative Instruments and Hedging Activities."
SFAS 149 amends and clarifies accounting for derivative instruments, including
certain derivative instruments embedded in other contracts, and for hedging
activities under SFAS 133, "Accounting for Derivative Instruments and Hedging
Activities." The statement requires that contracts with comparable
characteristics be accounted for similarly and clarifies when a derivative
contains a financing component that warrants special reporting in the statement
of cash flows. SFAS 149 is effective for contracts entered into or modified
after June 30, 2003, except in certain circumstances, and for hedging
relationships designated after June 30, 2003. The financial statements for the
nine months ended March 31, 2008 include the recognition of the derivative
liability on the underlying securities issuable upon conversion of the YA Global
Convertible Debentures.

Recent Accounting Pronouncements
--------------------------------
In September 2006, the FASB issued SFAS No. 157, FAIR VALUE MEASUREMENTS, which
defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles, and expands disclosures about fair
value measurements. This statement does not require any new fair value
measurements, but provides guidance on how to measure fair value by providing a
fair

                                       13
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                             MARCH 31, 2008 AND 2007

value hierarchy used to classify the source of the information. In February
2008, the FASB issued FASB Staff Position ("FSP") 157-2, EFFECTIVE DATE OF FASB
STATEMENT NO. 157, which delays the effective date of SFAS No. 157 for all
nonfinancial assets and nonfinancial liabilities, except for items that are
recognized or disclosed at fair value in the financial statements on a recurring
basis (at least annually). SFAS No. 157 is effective for us beginning July 1,
2008; FSP 157-2 delays the effective date for certain items to July 1, 2009. We
are currently assessing the potential impact that adoption of this statement may
have on our financial statements.

In February 2007, the FASB issued SFAS No. 159, THE FAIR VALUE OPTION FOR
FINANCIAL ASSETS AND FINANCIAL LIABILITIES. SFAS No. 159 gives us the
irrevocable option to carry many financial assets and liabilities at fair
values, with changes in fair value recognized in earnings. SFAS No. 159 is
effective for us beginning July 1, 2008. We are currently assessing the
potential impact that electing fair value measurement would have on our
financial statements and have not determined what election we will make.

In December 2007, the FASB issued SFAS No. 160, NONCONTROLLING INTERESTS IN
CONSOLIDATED FINANCIAL STATEMENTS, AN AMENDMENT OF ARB NO. 51, which changes the
accounting and reporting for minority interests. Minority interests will be
recharacterized as noncontrolling interests and will be reported as a component
of equity separate from the parent's equity, and purchases or sales of equity
interests that do not result in a change in control will be accounted for as
equity transactions. In addition, net income attributable to the noncontrolling
interest will be included in consolidated net income on the face of the income
statement and, upon a loss of control, the interest sold, as well as any
interest retained, will be recorded at fair value with any gain or loss
recognized in earnings. SFAS No. 160 is effective for us beginning July 1, 2009.
We are currently assessing the potential impact that adoption of SFAS No. 160
may have on our financial statements.

In December 2007, the FASB issued SFAS No. 141R, BUSINESS COMBINATIONS, which
replaces SFAS No. 141. The statement retains the purchase method of accounting
for acquisitions, but requires a number of changes, including changes in the way
assets and liabilities are recognized in the purchase accounting. It also
changes the recognition of assets acquired and liabilities assumed arising from
contingencies, requires the capitalization of in-process research and
development at fair value, and requires the expensing of acquisition-related
costs as incurred. SFAS No. 141R is effective for us beginning July 1, 2009 and
will apply prospectively to business combinations completed on or after that
date.

In March 2008, the FASB issued Statement of Financial Accounting Standards
("SFAS") No. 161, DISCLOSURES ABOUT DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES, AN AMENDMENT OF FASB STATEMENT NO. 133, which requires additional
disclosures about the objectives of the derivative instruments and hedging
activities, the method of accounting for such instruments under SFAS No. 133 and
its related interpretations, and a tabular disclosure of the effects of such
instruments and related hedged items on our financial position, financial
performance, and cash flows. SFAS No. 161 is effective for us beginning January
1, 2009. We are currently assessing the potential impact that adoption of SFAS
No. 161 may have on our financial statements.

                                       14
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                             MARCH 31, 2008 AND 2007

NOTE 3 - SECURITIES AVAILABLE FOR SALE

On February 13, 2007, the Company received 4,000,000 shares for Deep Field
Technologies Class A Common Stock as compensation pursuant to the Consulting
Agreement with Deep Field Technologies, valued at $1,120,000. The Company
provided general corporate finance advisory and other similar consulting
services for a period of six (6) months from the date of the agreement.
Subsequent to the issue date of these securities, circumstances had changed
which impaired the expected fair value of the shares and management reduced the
fair value to $280,000. At March 31, 2008, the fair value of these securities is
$4,000. The President and CEO of the Company was also the President and CEO of
Deep Field Technologies prior to execution of the Consulting Agreement.

NOTE 4 - INCOME TAXES

Deferred tax assets and liabilities reflect the net tax effect of temporary
differences between the carrying amount of assets and liabilities for financial
reporting purposes and amounts used for income tax purposes. Significant
components of the Company's deferred tax assets and liabilities are summarized
as follows:

                                                    At March 31,
                                                2008            2007
                                            ------------    ------------
         Deferred tax asset                 $  1,300,000    $  1,581,000
         Less:  Valuation allowance           (1,300,000)     (1,581,000)
                                             -----------    ------------
         Net deferred tax assets            $       --      $       --
                                            ============    ============

As of March 31, 2008 and 2007, the Company has net operating loss carry forwards
of approximately $3,400,000 and $4,650,000, respectively, that can be utilized
to offset future taxable income for Federal income tax purposes through 2026.
Utilization of these net loss carry forwards is subject to the limitations of
Internal Revenue Code Section 382. Because of the current uncertainty of
realizing the benefit of the tax carry forward, a valuation allowance equal to
the tax benefit for deferred taxes has been established. The full realization of
the tax benefit associated with the carry forward depends predominantly upon the
Company's ability to generate taxable income during the carry forward period.

NOTE 5 - RELATED PARTY TRANSACTIONS

As of March 31, 2008, the Company has accrued $877,453 of deferred compensation
for the Non-executive 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 Non-executive 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.

                                       15
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                             MARCH 31, 2008 AND 2007

NOTE 6 - CONVERTIBLE DEBENTURES PAYABLE

On April 1, 2005, we entered into a Securities Purchase Agreement with YA Global
for the sale of $2,500,000 of secured convertible debentures. The agreement was
amended and restated on July 20, 2006 and January 4, 2007 to reflect the change
in the funding formulas. Pursuant to the terms of the agreement with YA Global,
on April 1, 2005 we issued a secured convertible debenture in the principal
amount of $1,250,000. On July 20, 2006, the secured convertible debenture was
amended and restated and reissued in an aggregate principal amount of
$1,330,308, which included accrued and unpaid interest on the original
convertible debenture of $80,308. Interest on the outstanding principal balance
of the Secured Convertible Debentures accrues at the annual rate of 10%. Payment
of principal and accrued interest shall be paid on or before July 1, 2008 on the
July 20, 2006 debenture. During the year ended June 30, 2007, we issued
3,086,420 shares of Class A common stock as repayment of principal of $50,000.
During the nine months ended March 31, 2008, we issued 72,750,890 shares of
Class A common stock as repayment of principal of $126,250. As of March 31, 2008
the remaining principal balance of the convertible debenture was $1,154,058 plus
$216,181 of accrued interest.

On January 4, 2007, we issued a secured convertible debenture in the principal
amount of $625,000. Interest on the outstanding principal balance of this
Secured Convertible Debentures accrues at the annual rate of 10%. Payment of
principal and accrued interest shall be paid on or before January 1, 2009. As of
March 31, 2008 the remaining principal balance of the convertible debenture was
$625,000 plus $77,397 of accrued interest.

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 in whole or in part at any time and from time to
time, any amount of principal and accrued interest at a price equal to 90% of
the lowest closing bid price of the Common Stock during the 30 trading days
immediately preceding the conversion date, as quoted by Bloomberg, LP
("Conversion Price").

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 of the debenture may request payment of such
amounts in Common Stock of the Obligor at the Conversion Price then in-effect. A
holder of the debenture may not convert this Debenture or receive shares of
Common Stock as payment of interest hereunder to the extent such conversion or
receipt of such interest payment would result in the holder of the debenture
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.

Upon execution of the above agreements, the Company issued to YA Global
1,849,689 shares of Class A common stock, in accordance with the Termination
Agreement of July 20, 2006, and another certificate for 3,150,311 shares of
Class A common stock, for the aggregate total of 5,000,000 shares of Common
Stock (collectively, the "Commitment Shares").

                                       16
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                             MARCH 31, 2008 AND 2007

The aggregate principal value of the Amended and Restated Secured Convertible
Debenture is $1,779,058. This amount is shown net of the unamortized portion of
the discount on conversion of $379,594. This discount is being amortized over
the life of the debenture and is being recorded as a charge to amortization of
discount on debt conversion on the statement of operations.

NOTE 7 - DERIVATIVE LIABILITY

In accordance with SFAS 133, "Accounting for Derivative Instruments and Hedging
Activities" and EITF 00-19, "Accounting for Derivative Financial Instruments
Indexed to, and Potentially Settled in, a Company's Own Stock", the conversion
feature associated with the YA Global Secured Convertible Debentures represents
embedded derivatives. As such, the Company had recognized embedded derivatives
in the amount of $1,161,755 as a liability in the accompanying condensed
consolidated balance sheet, and it is now measured at its estimated fair value
of $1,297,895. The estimated fair value of the embedded derivative has been
calculated based on a Black-Scholes pricing model using the following
assumptions:

       Fair market value of stock                            $0.0010
       Lowest closing bid price last 30 trading days         $0.0010
       Exercise price                                        $0.0009
       Dividend yield                                           0.00%
       Risk free interest rate                                  5.60%
       Expected volatility                                    297.49%
       Expected life                                     .25 to .75 Years

The derivative value of the January 4, 2007 debenture exceeded the face amount
of the debenture and as such, the excess value of $855,597 was charged to the
Loss on revaluation of derivatives on the consolidated statements of operations
in the year ended June 30, 2007.

Changes in the fair value of the embedded derivatives are calculated at each
reporting period and recorded in (gain) loss on revaluation of derivatives in
the consolidated statements of operations. During the nine months ended March
31, 2008, there was a change in the fair value of the embedded derivatives,
which resulted in a total gain of $3,212,437.

In accordance with SFAS 133, SFAS 150 and EITF 00-19, the initial fair market
value of the derivatives is recorded as a debt discount. The initial value of
the debt discount of $1,786,755 is being amortized over the life of the
convertible debentures. Amortization expense on the derivative for the nine
months ending March 31, 2008 was $670,033.

NOTE 8 - TEMPORARY EQUITY

As of March 31, 2008, the Company does not have sufficient quantity of
authorized Class A common stock to meet it potential obligations for conversions
of the Class B common stock, the YA Global Secured Convertible Debentures and
the YA Global Warrants. The Class B common stock is convertible into
approximately 10.5 billion shares of Class A common stock. The YA

                                       17
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                             MARCH 31, 2008 AND 2007

Global Secured Convertible Debentures are convertible into approximately 2
billion shares of Class A common stock. The YA Global Warrants are convertible
into approximately 21 million shares of Class A common stock. The aggregate
amount of shares outstanding and those due upon these conversions is in excess
of 12.5 billion, which exceeds the 450 million authorized in the Certificate of
Incorporation. As such, the Class B common stock has been reclassified to
temporary equity until the situation can be resolved. Management intends to
remedy this situation by increasing the number of authorized shares with the
consent of the shareholders, or, alternatively, seeking a written forbearance
from the holders of the Class B Common Stock whereby those holders will consent
to not converting their Class B Common Stock to Class A Common Stock unless and
until there is sufficient Class A Common Stock authorized by the Corporation to
honor such conversion.

NOTE 9 - STOCKHOLDERS' DEFICIT

In accordance with its Certificate of Incorporation as filed on July 7, 2005,
the Company is authorized to issue 1,000,000 shares of Preferred stock, $1.00
par value, 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.

PREFERRED STOCK

Preferred Stock consists of 1,000,000 shares of authorized preferred stock with
$1.00 par value. As of March 31, 2008, no shares were issued or outstanding.

CLASS A COMMON STOCK

Class A Common Stock consists of the following as of March 31, 2008: 450,000,000
shares of authorized common stock with no par value, 226,216,161 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.

For the nine months ended March 31, 2008, the Company had the following
transactions in its Class A common stock:

The Company issued 4,738,148 shares of its Class A Common Stock valued at
$38,458, as compensation to Meritz & Muenz LLP for the repayment of legal
services valued at $38,380, which was provided during the year ended June 30,
2006, pursuant to the terms of the MM2 Plan. A beneficial interest expense of
$78 was charged to operations.

The Company issued 2,999,600 shares of its Class A Common Stock valued at
$42,997, as compensation to officers of Genotec Nutritionals for bonuses
pursuant to the provisions of the Genotec Plan.

                                       18
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                             MARCH 31, 2008 AND 2007

The Company issued 72,750,890 shares of its Class A Common Stock to YA Global,
valued at $291,324, for conversion of $126,250 of Secured Convertible Debentures
issued on April 7, 2005 and subsequently amended on July 20, 2006. A beneficial
interest expense of $165,074 was charged to operations.

For the nine months ended March 31, 2007, the Company had the following
transactions in its Class A common stock:

The Company issued 1,849,689 shares of Class A common stock with a total value
of $120,230, which represents full satisfaction of the Commitment Shares under
the Standby Equity Distribution Agreement, pursuant to the Termination Agreement
of July 20, 2006.

The Company issued 3,150,311 shares of Class A common stock with a total value
of $204,770, for Commitment Shares pursuant to the Amended and Restated
Securities Purchase Agreement of July 20, 2006.

The Company issued 600,000 shares of its Class A common stock with a total value
of $30,000, as compensation to Stephen Wien for services provided.

The Company issued 1,411,765 shares of its Class A common stock with a initial
value of $77,005, as compensation for the strategic alliance with UTEK
Corporation to identify synergistic technology acquisition opportunities in the
future. On March 1, 2007, the Company terminated it agreement with UTEK
Corporation and canceled the 1,411,725 shares of Class A Common Stock previously
issued. The Company reissued 825,852 shares of its' Class A Common Stock with a
total value of $45,046, in settlement of all fees earned through the termination
date.

The Company concluded the acquisition of Genotec Nutritionals, Inc. Pursuant to
the Asset Purchase Agreement, the Company issued 10,000,000 shares of Class A
common stock valued at $300,000 to George Kontonotas, Joseph Freedman, Susan
Blancato, Michael Logerfo, Maureen McLaughlin, Paula Daddone, Maureen Bridges
and Robert Blancato.

The Company issued 300,000 shares of its Class A common stock with a total value
of $10,500, as compensation for the consulting services with Allison Investment
Corp. on matters related to mergers and acquisitions.

The Company issued 100,000 restricted shares of its' Class A Common Stock with a
total value of $4,000, to Dr. Yevsey Belinky for the continuing development of a
new cardiac supplement product line.

The Company issued 500,000 restricted shares of its' Class A Common Stock with a
total value of $25,000, to William Maier pursuant to his consulting agreement
for product marketing services.

                                       19
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                             MARCH 31, 2008 AND 2007

The Company issued 3,086,420 restricted shares of its' Class A Common Stock to
YA Global (f/k/a/ Cornell Capital Partners) upon conversion of $50,000 of the YA
Global Convertible Debentures.

On March 1, 2007, the Company issued 2,000,000 restricted shares of its' Class A
Common Stock with a total value of $112,000, to Dr. Jeffrey Shapiro, and his
assignees, as a partial fee for joining the Company's Board of Scientific
Advisors and for providing the Company consulting services relating to the
development of a new cardiac supplement product line.

CLASS B COMMON STOCK

As of March 31, 2008, 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.

NOTE 10 - STOCK INCENTIVE PLANS

2007 STOCK INCENTIVE PLANS
--------------------------
On July 18, 2007, the Company adopted the MM2 Group, Inc. 2007 Stock Incentive
Plan ("MM2 Plan") and the Genotec Nutritionals, Inc. 2007 Stock Incentive Plan
("Genotec Plan"). The purpose of the 2005 plans is to (i) provide long-term
incentives and rewards to employees, directors, independent contractors or
agents of iVoice, Inc. and its subsidiaries; (ii) assist the Company in
attracting and retaining employees, directors, independent contractors or agents
with experience and/or ability on a basis competitive with industry practices;
and (iii) associate the interests of such employees, directors, independent
contractors or agents with those of the Company's stockholders.

Under the plans, the Board of Directors shall have all the powers vested in it
by the terms of the plans to select the Eligible Participants to be granted
awards under the plans, to determine the type, size and terms of awards to be
made to each Eligible Participant selected, to determine the time when awards
will be granted, when they will vest, when they may be exercised and when they
will be paid, to amend awards previously granted and to establish objectives and
conditions, if any, for earning awards and whether awards will be paid after the
end of the award period. The Board shall have full power and authority to
administer and interpret the plans and to adopt such rules, regulations,
agreements, guidelines and instruments for the administration of the plans and
for the conduct of its business as the Board deems necessary or advisable and to
interpret same. The Board's interpretation of the plans, and all actions taken
and determinations made by the Board

                                       20
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                             MARCH 31, 2008 AND 2007

pursuant to the powers vested in it hereunder, shall be conclusive and binding
on all parties concerned, including the Company stockholders, any participants
in the plans and any other Eligible Participant of the Company.

All employees of the Company and all employees of Affiliates shall be eligible
to participate in one of the plans. The Board, in its sole discretion, shall
from time to time designate from among the eligible employees and among
directors, independent contractors or agents those individuals who are to
receive awards under and thereby become participants in the plans.

NOTE 11 - 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 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 February 1, 2005, our wholly owned subsidiary, Genotec Nutritionals amended
its operating lease for office and warehouse space at 450 Commack Road, Deer
Park, NY. The term of the lease is four years commencing March 1, 2005. Monthly
base rental payments under the new lease range from $3,067 to $3,354 per month.
We are required to pay property taxes, utilities, insurance and other costs
relating to the leased facilities to include allocated common area maintenance
charges, snow removal charges and landlord insurance charges as deemed
necessary.

NOTE 12 - 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.

Although the Company has reported a profit for this period, it 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 condensed consolidated balance sheet is
dependent upon continued operations of the Company, which in turn, is

                                       21
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                             MARCH 31, 2008 AND 2007

dependent upon the Company's ability to raise capital and/or generate positive
cash flows from operations.

The Company is actively evaluating business combinations, through mergers or
acquisitions that will provide sales growth potential and positive cash flows.
As an example, on September 21, 2006, the Company completed the acquisition of
Genotec Nutritionals, Inc, a New York based manufacturer and distributor of
nutritional supplements. Management believes that this is an excellent
opportunity to enter into the Nutraceuticals Market by acquiring an existing
company with an established customer base.

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 13 - SUBSEQUENT EVENTS

Between April 7, 2008 and May 7, 2008, the Company has issued 85,888,890 shares
of its Class A Common Stock to YA Global, valued at $129,322, for conversion of
$40,300 of Secured Convertible Debentures. A beneficial interest expense of
$89,022 will be charged to operations.

                                       22
<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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, 2007
filed with Form 10-KSB. The following discussion contains forward-looking
statements. Please see "Forward Looking Statements - Cautionary Factors" for a
discussion of uncertainties, risks and assumptions associated with these
statements

RESULTS OF OPERATIONS

NINE MONTHS ENDED MARCH 31, 2008 COMPARED TO NINE MONTHS ENDED MARCH 31, 2007
-----------------------------------------------------------------------------

Prior to the acquisition of Genotec Nutritionals, Inc ("Genotec") on September
21, 2006, the Company had no sales and limited operations. Consequently,
comparison of the current period results to prior period results may not be
meaningful.

Total sales for the nine months ended March 31, 2008 and 2007 were $1,888,499
and $674,230, respectively. Approximately 80% of the current period sales were
derived from a new product that was introduced in the fourth quarter of the
fiscal year 2007 by Genotec.

Cost of sales for the nine months ended March 31, 2008 and 2007 were $1,463,814
and $250,864, respectively. The costs represent the costs of bulk supplies of
capsules and sealed powders, bottles, caps, shipping containers, packaging and
shipping of nutritional supplements by Genotec. Approximately 85% of the costs
for the nine months ended March 31, 2008 were related to the new product, which
carries an average 12% gross profit.

Total operating expenses for the nine months ended March 31, 2008 and 2007, were
$1,124,839 and $1,234,073, respectively. The decrease of $109,234 was primarily
due to reductions of professional fees related to public relations programs that
were instituted in 2007 but not repeated in 2008. In addition, the Company
incurred approximately $50,000 in legal and accounting fees in 2007 for
preparation of registration statement that was subsequently withdrawn.

Total other (income) expense for the nine months ended March 31, 2008 was an
income of $1,976,085. This total was primarily comprised of gains on revaluation
of derivatives of $3,212,437, consulting income of $70,000 on the Deep Field
Consulting Agreement and interest income of $8,292. These amounts are offset by
amortization of the discount on debt conversion of $670,033, liquidated damages
of $333,423, beneficial interest on stock issuance of $165,152, and interest
expense of $147,526. The other (income) expense for the nine months ended March
31, 2007 was an expense of $831,094. This total was comprised of amortization of
the discount on debt conversion of $513,783, the write-off of financing costs of
$369,625, liquidated damages of $119,531, interest expense of $108,589 and loss
on revaluation of derivatives of $57,382. These amounts are offset by consulting
income of $280,000 on the Deep Field Consulting Agreement, interest income of
$17,624 and a gain on disposition of derivative liability of $40,192. Interest
expense is related to accrued interest on the YA Global Convertible Debentures
and interest income is related to interest on the cash accounts.

                                       23
<PAGE>

Net income (loss) for the nine months ending March 31, 2008 was an income of
$1,275,931 and a net loss of $1,641,801 for the nine months ended March 31,
2007. The increase in net income of $2,917,732, as compared to the prior year
loss, is primarily due to favorable change in the gain on revaluation of
derivatives of $3,269,819 and increases in new product sales.

THREE MONTHS ENDED MARCH 31, 2008 COMPARED TO THREE MONTHS ENDED MARCH 31, 2007
-------------------------------------------------------------------------------

Total sales for the three months ended March 31, 2008 and 2007 were $685,663 and
$247,954, respectively. This was an increase of $437,709, primarily on the sales
of a new product that was introduced in the fourth quarter of the fiscal year
2007 by Genotec.

Cost of sales for the three months ended March 31, 2008 and 2007 were $498,373
and $96,610, respectively. A significant portion of the increase was related to
the new product sales that carries an average gross profit rate of 12%. The
remaining portion of the increase was related to the the costs of bulk supplies
of capsules and sealed powders, bottles, caps, shipping containers, packaging
and shipping of and an unfavorable mix of product sales compared to the prior
year.

Total operating expenses for the three months ended March 31, 2008 and 2007,
were $336,468 and $643,941, respectively. The decrease of $307,343 was primarily
due to reductions of professional fees related to public relations programs and
product marketing and development programs that were instituted in 2007 but not
repeated in 2008.

Total other (income) expense for the three months ended March 31, 2008 was an
income of $2,169,040. This total was primarily comprised of a gain on
revaluation of derivatives of $2,711,630. This gain was offset by expenses on
amortization of the discount on debt conversion of $223,344, beneficial interest
on stock issuances of $165,074, interest expense of $47,387 and liquidated
damages of $108,275. The other (income) expense for the three months ended March
31, 2007 was an income of $746,820. This total was primarily comprised of a gain
on revaluation of derivatives of $766,235 and consulting income of $280,000 on
the Deep Field Consulting Agreement. These amounts are offset by amortization of
the discount on debt conversion of $223,344, interest expense of $46,460 and
liquidated damages of $38,107. Interest expense is related to accrued interest
on the YA Global Convertible Debentures and interest income is related to
interest on the cash accounts.

Net income for the three months ending March 31, 2008 and 2007, was $2,019,862
and $254,223, respectively. The increase in net income of $1,765,639, as
compared to the prior year, is primarily due to favorable change in the gain on
revaluation of derivatives of $1,945,395, increases in new product sales and
decreases in operating expense as discussed above.

LIQUIDITY AND CAPITAL RESOURCES

On April 1, 2005, we entered into a Securities Purchase Agreement with YA Global
for the sale of $2,500,000 of secured convertible debentures. The agreement was
amended and restated on July 20, 2006 and January 4, 2007 to reflect the change
in the funding formulas. Pursuant to the terms of the agreement with YA Global,
on April 1, 2005 we issued a secured convertible debenture in the principal
amount of $1,250,000. On July 20, 2006, the secured convertible debenture was
amended and restated and reissued in an aggregate principal amount of
$1,330,308, which included accrued and unpaid interest on the original
convertible debenture of

                                       24
<PAGE>

$80,308. On January 4, 2007, we issued a second secured convertible debenture to
YA Global in the principal amount of $625,000. These debentures are convertible
into Class A common stock at the discretion of the holders. These transactions
required the Company to register for resale a number of shares to facilitate
these financial transactions. The Company was unable to complete the
registration statement in the time specified in the Registration Rights
Agreement and as such, continues to incur liquidated damage charges as specified
therein.

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 6 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, 2008, the Company had a net decrease in
cash of $303,358 and during the nine months ended March 31, 2007, the Company
had a net increase in cash of $223,281. The Company's principal use of funds
during these periods was as follows:

CASH FLOWS FROM OPERATING ACTIVITIES. The Company used $298,826 in cash for
operations in the nine months ended March 31, 2008, a decrease of $100,697
compared to $399,523 in cash used for operations in the nine months ending March
31, 2007. The decrease in cash used in operations was primarily the result of
reductions in open receivables from the management of the collection process and
the reductions in inventory levels to sustain the operations.

CASH FLOWS FROM INVESTING ACTIVITIES. For the nine months ending March 31, 2008,
the Company invested $4,532 to create a trade show booth for exhibitions and to
upgrade their back office network. For the nine months ended March 31, 2007, the
Company invested $2,196 to upgrade the back office network of their newly
acquired subsidiary, Genotec Nutritionals.

CASH FLOWS FROM FINANCING ACTIVITIES. The Company received $625,000 cash from
financing in the nine months ended March 31, 2007. This represented the net
proceeds from the sale of a $625,000 Secured Convertible Debenture to Cornell
Capital Partners. The Company had no new financing activities for the nine
months ended March 31, 2008.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.

                                       25
<PAGE>

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.
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.



                                       26
<PAGE>

ITEM 3A(T). CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

The Company maintains a set of disclosure controls and procedures designed to
ensure that information required to be disclosed by us in our reports filed
under the Securities Exchange Act, is recorded, processed, summarized, and
reported within the time periods specified by the SEC's rules and forms.
Disclosure controls are also designed with the objective of ensuring that this
information is accumulated and communicated to our management, including our
chief executive officer and chief financial officer, as appropriate, to allow
timely decisions regarding required disclosure.

Our Board of Directors were advised by Bagell, Josephs, Levine and Company, LLC,
our independent registered public accounting firm, that during their performance
of review procedures for the period ended March 31, 2008, they have identified a
material weakness as defined in Public Company Accounting Oversight Board
Standard No. 2 in our internal control over financial reporting. Our auditors
have identified the following material weakness in our internal controls:

     A material weakness in the Company's internal controls existed as of March
     31, 2008. The material weakness was identified as the Company's limited
     segregation of duties amongst the Company's employees with respect to the
     Company's preparation and review of the Company's financial statements.
     This material weakness is the result of the Company's limited number of
     employees. This material weakness may affect management's ability to
     effectively review and analyze elements of the financial statement closing
     process and prepare consolidated financial statements in accordance with
     U.S. GAAP.

Subsequent to the notification from our independent registered public accounting
firm, our chief executive officer evaluated our internal controls and concurred
that, since the date of formation, our disclosure controls and procedures have
not been effective to ensure that information required to be included in our
periodic SEC filings is recorded, processed, summarized, and reported within the
time periods specified in the SEC rules and forms. However, at this time, our
resources and size prevent us from being able to employ sufficient resources to
enable us to have adequate segregation of duties within our internal control
system. The Company intends to remedy the material weakness by hiring additional
employees and reallocating duties, including responsibilities for financial
reporting, among the Company's employees as soon as the Company has the
financial resources to do so. Management is required to apply its judgment in
evaluating the cost-benefit relationship of possible changes in our disclosure
controls and procedures.

                                       27
<PAGE>

An evaluation was performed under the supervision and with the participation of
management, including the Chief Executive Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures as
defined in Rules 13a-15(e) or 240.15d-15(e) of the Securities Exchange Act of
1934, as amended, as of September 30, 2007. Based on that evaluation,
management, including the Chief Executive Officer, concluded that the Company's
disclosure controls and procedures are effective, except as to the material
weakness in internal controls disclosed in Item 3 above. There has been no
change in the internal control over financial reporting identified in connection
with the evaluation required by paragraph (d) of ss.240.13a-15 or ss.240.15d-15
of the Exchange Act that occurred during the Company's last fiscal quarter that
has materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting, other than what has been
reported above.
















                                       28
<PAGE>

PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS


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.































                                       29
<PAGE>

                                   SIGNATURES

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

MM2 Group, Inc.

By: /s/ Mark Meller                                           Date: May 20, 2008
    ---------------------
Mark Meller, President,
Chief Executive Officer and
Principal Accounting Officer





                                       30
<PAGE>

                                INDEX OF EXHIBITS


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.






















                                       31