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

                       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 SEPTEMBER 30, 2007

                                       OR

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

           For the transition period from ____________ to ____________

                        Commission file 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.)


5 REGENT STREET   SUITE 520
LIVINGSTON, NEW JERSEY                                              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 outstanding shares of Class A Common Stock, no par value per share,
outstanding as of November 16 2007: 178,125,028

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

                         MM2 GROUP, INC AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2007

                                TABLE OF CONTENTS
                                -----------------
                                                                        Page No.
                                                                        --------

PART I.                       FINANCIAL INFORMATION


Item 1.  Condensed Consolidated Financial Statements (Unaudited)

         Balance Sheet - September 30, 2007                                 2-3

         Statements of Operations - For the three months ended
           September 30, 2007 and 2006                                       4

         Statements of Accumulated Other Comprehensive Loss - For
           the three months ended September 30, 2007                         5

         Statements of Cash Flows - For the three months ended
           September 30, 2007 and 2006                                      6-8

         Notes to Condensed Consolidated Financial Statements              9-23

Item 2.  Management's Discussion and Analysis or Plan of Operations       24-26

Item 3.  Controls and Procedures                                          26-27

Item 3A(T) Controls and Procedures                                          27


PART II. OTHER INFORMATION

Item 5. Other information                                                   27

Item 6.  Exhibits                                                           27

                                        1
<PAGE>

                         MM2 GROUP, INC AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
                               SEPTEMBER 30, 2007

                                     ASSETS
                                     ------

CURRENT ASSETS
Cash and cash equivalents                                            $  346,570
Securities available for sale                                            84,000
Accounts receivable, net                                                477,931
Inventory                                                               126,137
Prepaid expenses                                                         66,122
                                                                     ----------
    Total current assets                                              1,100,760
                                                                     ----------

PROPERTY AND EQUIPMENT, net of accumulated depreciation of $2,673         3,954
                                                                     ----------

OTHER ASSETS
Goodwill, net                                                              --
Deferred financing costs, net                                             7,812
Deposits and other assets                                                 3,183
                                                                     ----------
    Total other assets                                                   10,995
                                                                     ----------

TOTAL ASSETS                                                         $1,115,709
                                                                     ==========

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

CURRENT LIABILITIES
Accounts payable and accrued liabilities                             $1,178,328
Due to related parties                                                  747,390
Convertible debentures payable, net of discount of $826,283           1,064,525
Derivative Liability                                                  2,946,379
Warrant Liability                                                     1,009,437
                                                                     ----------
   Total current liabilities                                          6,946,059
                                                                     ----------

TOTAL LIABILITIES                                                     6,946,059
                                                                     ==========

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)
                               SEPTEMBER 30, 2007


TEMPORARY EQUITY
Common stock: Class B - no par value, authorized 50,000,000
  shares; 10,000,000 shares issued and outstanding                          997
                                                                    -----------

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;
    151,755,301 shares issued and outstanding                           967,046
  Class B - no par value; authorized 50,000,000 shares;
    10,000,000 shares issued and outstanding                                  3
Additional paid-in capital                                              750,000
Accumulated comprehensive loss                                         (196,000)
Accumulated deficit                                                  (7,352,396)
                                                                    -----------
   Total stockholders' deficit                                       (5,831,347)
                                                                    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                         $ 1,115,709
                                                                    ===========

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

                                        3
<PAGE>

                         MM2 GROUP, INC AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                    FOR THE THREE MONTHS ENDED SEPTEMBER 30,


                                                      2007             2006
                                                 -------------    -------------
SALES, net                                       $     691,925    $      26,141

COST OF SALES                                          571,046            6,732
                                                 -------------    -------------

GROSS PROFIT                                           120,879           19,409
                                                 -------------    -------------

GENERAL AND ADMINISTRATION EXPENSES
  Selling and Marketing Expense                         24,495             --
  General and administrative expenses                  373,156          221,369
  Depreciation expenses                                    333              222
  Amortization of financing costs                        7,813             --
                                                 -------------    -------------

  Total general and administration expenses            405,797          221,591
                                                 -------------    -------------

(LOSS) FROM OPERATIONS                                (284,918)        (202,182)
                                                 -------------    -------------

OTHER (INCOME) EXPENSES
  Other (income)                                        (5,050)         (45,610)
  Interest expense                                      47,957           28,598
  Liquidated damages                                   114,029            1,606
  (Gain) loss on revaluation of derivatives         (1,563,953)         678,141
  Consulting income                                    (70,000)            --
  Beneficial interest expenses                          16,900             --
  Amortization of discount on debt conversion          223,344          145,219
  Write-off of deferred financing costs                   --            369,625
                                                 -------------    -------------

  Total other (income) expenses                     (1,236,773)       1,177,579
                                                 -------------    -------------

INCOME (LOSS) BEFORE PROVISION FOR
  INCOME TAXES                                         951,855       (1,379,761)

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

NET INCOME (LOSS) APPLICABLE TO COMMON
  SHARES                                         $     951,855    $  (1,379,761)
                                                 =============    =============

NET INCOME (LOSS) PER COMMON SHARE
     -BASIC                                      $        0.01    $        (.01)
     -DILUTED                                    $        0.00    $        (.01)

WEIGHTED AVERAGE SHARES OUTSTANDING
     -BASIC                                        148,167,740      129,397,988
     -DILUTED                                    5,987,085,518      129,397,988


         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 THREE MONTHS ENDED SEPTEMBER 30, 2007



Balance at July 1, 2007                                             $     --

Unrealized loss on securities available for sale:
  Unrealized losses arising during the period        $  196,000
                                                     ----------
  Net change for the period                                            196,000
                                                                    ----------
Balance at September 30, 2007                                       $  196,000
                                                                    ==========






















         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 THREE MONTHS ENDED SEPTEMBER 30,


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

CASH FLOW FROM OPERATING ACTIVITIES
 Net income (loss)                                    $   951,855   $(1,379,761)
 Adjustments to reconcile net income (loss) to net
  cash (used in) operating activities
    Depreciation                                              333           222
    Common stock issued for services                       33,100        18,000
    Amortization of discount on debt conversion           223,344       145,219
    Amortization of prepaid financing costs                 7,813          --
    (Gain) loss on revaluation of derivatives          (1,563,953)      678,141
    (Gain) on disposition of derivative liability            --         (40,192)
    Write-off of financing costs                             --         369,625
    Beneficial interest expense                            16,900          --
    Securities receivable for consulting income           (70,000)         --
 Changes in operating assets and liabilities:
    Accounts receivable                                   117,449       (26,141)
    Inventory                                              75,560         6,338
    Prepaid expenses and other assets                      25,409        35,047
    Accounts payable and accrued liabilities               42,254        41,253
    Due to related parties                                 28,907        72,852
                                                      -----------   -----------
    Total cash (used in) operating activities            (111,029)      (79,397)
                                                      -----------   -----------

NET (DECREASE) IN CASH AND CASH EQUIVALENTS              (111,029)      (79,397)

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

CASH AND CASH EQUIVALENTS - END OF PERIOD             $   346,570   $   425,201
                                                      ===========   ===========

SUPPLEMENTAL CASH FLOW INFORMATION
----------------------------------
  Cash paid during the period for:

  Interest expense                                    $      --     $      --
                                                      ===========   ===========
  Income taxes                                        $      --     $      --
                                                      ===========   ===========


         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 THREE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING AND INVESTING ACTIVITIES

For the three months ended September 30, 2007:
----------------------------------------------

On July 17, 2007, the Company issued 1,000,000 shares of its Class A Common
Stock valued at $25,000, as compensation to Meritz & Muenz LLP for repayment of
legal services valued at $8,100, which was provided during the year ended June
30, 2006, pursuant to the terms of the MM2 Plan. A beneficial interest expense
of $16,900 was charged to operations.

On July 17, 2007, the Company issued 1,000,000 shares of its Class A Common
Stock valued at $25,000, as compensation to officers of Genotec Nutritionals for
year-end bonuses pursuant to the provisions of the Genotec Plan.

On September 13, 2007, the Company issued 4,027,778 shares of its Class A Common
Stock to YA Global Investments (f/k/a Cornell Capital Partners) ("YA Global")
for conversion of $14,500 of Secured Convertible Debentures issued on April 7,
2005 and subsequently amended on July 20, 2006.

For the three months ended September 30, 2006:
----------------------------------------------

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.

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.

Issued 600,000 shares of its Class A common stock with a total value of $18,000,
as compensation to Stephen Wien for services provided.

Issued 1,411,765 shares of its Class A common stock with a total value of
$77,005, as compensation for the strategic alliance with UTEK Corporation to
identify synergistic technology acquisition opportunities.


         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 THREE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006

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

For the three months ended September 30, 2006 (Continued):
----------------------------------------------------------

On September 21, 2006, 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 Genotec
Nutritionals principals and assignees.

The net effect on cash flows is as follows:

  Accounts receivable                           $  139,490
  Inventory                                         34,191
  Security deposit                                   3,183
  Goodwill                                         292,415
  Accounts payable and accrued expense            (169,279)
  Common stock                                    (300,000)
  Total                                         $      --
                                                ==========













              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)
                           SEPTEMBER 30, 2007 AND 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 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)
                           SEPTEMBER 30, 2007 AND 2006

NOTE 1 - DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (CONTINUED)

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 and vitamins. Pursuant to the Asset Purchase Agreement, the Company
issued 10,000,000 shares of Class A common stock valued at $300,000 to Genotec
Nutritionals principals and assignees. 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 Preferred Convertible Stock
which was used to fund the working capital.

The result of operations for the three months ending September 30, 2007 and
2006, 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

Principles of Consolidation
---------------------------
The accompanying condensed consolidated financial statements include the
accounts of the Company and its wholly owned subsidiaries. All significant
inter-company 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.

                                       10
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                           SEPTEMBER 30, 2007 AND 2006

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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 September 30, 2007 of $323,551. 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 September 30,
2007 of $376,353.

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 $400,000, or 84%, of our
receivables at September 30, 2007. 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 Income (Loss).

Fair Value of Financial Instruments
-----------------------------------
The Company estimates that the fair value of all financial instruments at
September 30, 2007, as defined in FAS 107, does not differ materially from the
aggregate carrying values of its financial instruments recorded in the
accompanying condensed consolidated balance sheet. The estimated fair value
amounts have been determined by the Company using available market information
and appropriate valuation methodologies. Considerable judgment is required in
interpreting market data to develop the estimates of fair value, and
accordingly, the estimates are not necessarily indicative of the amounts that
the Company could realize in a current market exchange.

                                       11
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                           SEPTEMBER 30, 2007 AND 2006

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

Our two largest customers represent approximately 90% of our product sales for
the three months ended September 30, 2007. Both of these customers are 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 September 30, 2007.

Provision for Bad Debt
The Company evaluates the credit worthiness of each of its customers and has
determined that none of the accounts will be uncollectible in the future.
Management has determined that no provision for bad debt is required at
September 30, 2007.

Advertising Costs
-----------------
Advertising costs are expensed as incurred and are included in selling expenses.
For the three months ended September 30, 2007 and 2006, the Company incurred
$24,495 and $0, respectively.

Inventory
---------
Inventory consists primarily of bulk supplies of fish oil that are in transit to
one of our outsourced packagers. Additional 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 September 30, 2007.

                                       12
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                           SEPTEMBER 30, 2007 AND 2006

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Property and Equipment
----------------------
Property and equipment is stated at cost. Depreciation is computed using the
straight-line method based upon the estimated useful lives of the assets,
generally five to seven years. Maintenance and repairs are charged to expense as
incurred.

Financing Costs
---------------
Financing costs consist primarily of commitment fees and broker fees relating to
the issuance of the Company's convertible debentures. These costs are generally
capitalized and amortized over the term of the debenture. In some cases, these
fees are expensed immediately if they relate to expired or terminated
debentures.

As of September 30, 2007, the costs and accumulated amortization for the
deferred financing costs is as follows:

  Deferred financing costs- current               $  31,250
  Deferred financing costs- long term                31,250
  Less: Accumulated amortization                    (23,438)
                                                   --------
       Net deferred financing costs                $ 39,062
                                                   ========


Goodwill and Other Intangible Assets
------------------------------------
In September 2001, the FASB issued Statement No. 142 "Goodwill and Other
Intangible Assets". This statement addresses financial accounting and reporting
for acquired goodwill and other intangible assets and supersedes APB Opinion No.
17, Intangible Assets. It addresses how intangible assets that are acquired
individually or with a group of other assets (but not those acquired in a
business combination) should be accounted for in financial statements upon their
acquisition. This Statement also addresses how goodwill and other intangible
assets should be accounted for after they have been initially recognized in the
financial statements. The Company recorded $250,490 in goodwill in its
acquisition of Genotec Nutritionals, Inc. Goodwill is tested for impairment
annually. Management has determined that based on the cash flow projections for
the sales of the existing products and costs of staffing, that the Company would
not recover the initial investment over a reasonable period of time and that the
goodwill created in the acquisition of Genotec Nutritionals should be fully
impaired at September 30, 2007.

Income Taxes
------------
The Company accounts for income taxes in accordance with Statements of Financial
Accounting Standards No. 109, "Accounting for Income Taxes," which requires an
asset and liability approach to financial accounting and reporting for income
taxes. Deferred income taxes and liabilities are computed annually for
differences between the financial statement and the tax basis of assets and
liabilities that will result in taxable or deductible amounts in the future
based on enacted tax laws and rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation allowances are
established when necessary to reduce deferred tax assets to the amount expected
to be realized.

                                       13
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                           SEPTEMBER 30, 2007 AND 2006

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

                                       14
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                           SEPTEMBER 30, 2007 AND 2006


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The shares used in the computations are as follows:
<TABLE><CAPTION>
                                                                              Three months ended September 30,
                                                                              --------------------------------
                                                                                    2007           2006
                                                                               -------------   -------------
<S>                                                                            <C>             <C>
  Basic net income (loss) per share computation:
  ----------------------------------------------
    Net income (loss) attributable to common stockholders                      $     951,855   $  (1,379,761)
    Weighted-average common shares outstanding                                   148,167,740     129,397,988
    Basic net income (loss) per share attributable to common stockholders      $        0.01   $       (0.01)

  Diluted net income (loss) per share computation:
  ------------------------------------------------
    Net income (loss) attributable to common stockholders                      $     951,855   $  (1,379,761)
    Weighted-average common shares outstanding                                   148,167,740     129,397,988
    Incremental shares attributable to the assumed conversion of Class B
      common stock, convertible debentures and warrants                        5,838,917,778             --
    Total adjusted weighted-average shares                                     5,987,085,518     129,397,988
    Diluted net income (loss) per share attributable to common stockholders    $        0.00   $       (0.01)
</TABLE>

The Company had common stock equivalents of 5,838,917,778 and 750,000 at
September 30, 2007 and 2006, respectively.

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 September 30, 2007, 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
three months ended September 31, 2007 include the recognition of the derivative
liability on the underlying securities issuable upon conversion of the YA Global
Convertible Debentures.

                                       15
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                           SEPTEMBER 30, 2007 AND 2006

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 September 30, 2007, the fair value of these
securities is $84,000. 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 - GOODWILL

On September 21, 2006, 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 Genotec
Nutritionals principals and assignees. The calculation of Goodwill is as
follows:

  Common stock issued                              $   300,000
  Plus liabilities assumed:
     Accounts payable and accrued expense              169,015
                                                   -----------
     Total purchase price                              469,015

  Less assets acquired:
     Accounts receivable                               179,002
     Inventory                                          34,191
     Prepaid expenses                                    2,149
     Security deposit                                    3,183
                                                   -----------
  Total Goodwill                                   $   250,490
                                                   ===========

Goodwill is tested for impairment annually. Management has determined that based
on the cash flow projections for the sales of the existing products and costs of
staffing, that the Company would not recover the initial investment over a
reasonable period of time and that the goodwill created in the acquisition of
Genotec Nutritionals should be fully impaired at September 30, 2007.

                                       16
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                           SEPTEMBER 30, 2007 AND 2006


NOTE 5- 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 September 30,
                                                      2007
                                                ----------------

  Deferred tax asset                               $  680,000
  Less:  Valuation allowance                         (680,000)
                                                   ----------
  Net deferred tax assets                          $      --
                                                   ==========

As of September 30, 2007, the Company has net operating loss carry forwards of
approximately $2,000,000 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 6 - RELATED PARTY TRANSACTIONS

As of September 30, 2007, the Company has accrued $747,390 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.

NOTE 7 - CONVERTIBLE DEBENTURES PAYABLE

On April 1, 2005, we entered into a Securities Purchase Agreement with YA Global
for the sales 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 three months ended September 30, 2007, we issued 4,027,778 shares of
Class A common stock as repayment of

                                       17
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                           SEPTEMBER 30, 2007 AND 2006

NOTE 7 - CONVERTIBLE DEBENTURES PAYABLE (CONTINUED)

principal of $14,500. As of September 30, 2007 the remaining principal balance
of the convertible debenture was $1,265,808 plus $155,630 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
September 30, 2007 the remaining principal balance of the convertible debenture
was $625,000 plus $46,061 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 July 20, 2006 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").

The aggregate principal value of the secured convertible debentures are
$1,890,808 at September 30, 2007. This amount is shown net of the unamortized
portion of the discount on conversion of $826,283. 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 8 - 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 $1,531,099 as a liability in the accompanying condensed
consolidated balance sheet, and it is now measured at its estimated fair value
of $2,946,379.

                                       18
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                           SEPTEMBER 30, 2007 AND 2006

NOTE 8 - DERIVATIVE LIABILITY - (CONTINUED)

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                                  $0.0130
  Lowest closing bid price last 30 trading days               $0.0080
  Exercise price                                              $0.0072
  Dividend yield                                               0.00%
  Risk free interest rate                                      5.60%
  Expected volatility                                         278.49%
  Expected life                                          .75 to 1.25 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 loss on revaluation of derivatives in the
consolidated statements of operations. During the three month ended September
30, 2007, there was a change in the fair value of the embedded derivatives,
which resulted in a total gain of $1,563,953.

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 three
months ending September 30, 2007 was $223,344.

NOTE 9 - TEMPORARY EQUITY

As of September 30, 2007, 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 5.6 billion shares of Class A common stock. The YA Global Secured
Convertible Debentures are convertible into approximately 263 million 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 approximately 6 billion,
which exceeds the 450 million authorized in the Certificate of Incorporation. As
such, this account 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.

                                       19
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                           SEPTEMBER 30, 2007 AND 2006

NOTE 10 - 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 September 30, 2007, no shares were issued or outstanding.

CLASS A COMMON STOCK

Class A Common Stock consists of the following as of September 30, 2007:
450,000,000 shares of authorized common stock with no par value, 151,755,301
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 three months ended September 30, 2007, the Company had the following
----------------------------------------------------------------------------
transactions in its Class A common stock:
-----------------------------------------

On July 17, 2007, the Company issued 1,000,000 shares of its Class A Common
Stock valued at $25,000, as compensation to Meritz & Muenz LLP for the repayment
of legal services valued at $8,100, which was provided during the year ended
June 30, 2006, pursuant to the terms of the MM2 Plan. A beneficial interest
expense of $16,900 was charged to operations.

On July 17, 2007, the Company issued 1,000,000 shares of its Class A Common
Stock valued at $25,000, as compensation to officers of Genotec Nutritionals for
year-end bonuses pursuant to the provisions of the Genotec Plan.

On September 13, 2007, the Company issued 4,027,778 restricted shares of its
Class A Common Stock to YA Global for conversion of $14,500 of Secured
Convertible Debentures issued on April 7, 2005 and subsequently amended on July
20, 2006.

For the three months ended September 30, 2006, the Company had the following
----------------------------------------------------------------------------
transactions in its Class A common stock:
-----------------------------------------

On July 20, 2006, 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.

                                       20
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                           SEPTEMBER 30, 2007 AND 2006

NOTE 10 - STOCKHOLDERS' DEFICIT  (CONTINUED)

On 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.

On August 10, 2006, the Company issued 1,411,764 shares of its Class A common
stock with a total value of $77,005, as compensation for the strategic alliance
with UTEK Corporation to identify synergistic technology acquisition
opportunities in the future.

On September 5, 2006, the Company issued 600,000 shares of its Class A common
stock with a total value of $18,000, as compensation to Stephen Wien for
services provided.

On September 21, 2006, 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 Genotec
Nutritionals principals and assignees.

CLASS B COMMON STOCK

As of September 30, 2007, 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 11 - WARRANTS AND STOCK INCENTIVE PLANS

On April 1, 2005, the Company sold to YA Global a warrant to purchase 750,000
shares of its common stock for a purchase price of $10. This warrant had an
exercise price of $.07 per shares, was vested immediately and expires two years
from the date of issue. On July 20, 2006, the Company issued an Amended and
Restated warrant which changed the exercise price to $.05 per share and extended
the redemption period to five years from the date of issuance. The fair value of
the amended warrant of $44,625 was estimated using the Black-Scholes
option-pricing model with the following weighted-average assumptions: dividend
yield of 0%; expected volatility of 142.21%; risk-free interest rates of 4.60%;
and expected life of 5 years. The gain on the disposition of the initial warrant
was credited to other income for $40,192. The expense for the amended warrant of
$44,625 was charged to financing costs.

                                       21
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                           SEPTEMBER 30, 2007 AND 2006

NOTE 11 - WARRANTS AND STOCK INCENTIVE PLANS (CONTINUED)

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 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 12 - 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.

                                       22
<PAGE>

                        MM2 GROUP, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                           SEPTEMBER 30, 2007 AND 2006

NOTE 12 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

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 13 - 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 condensed 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.

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 and vitamins. 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.

                                       23
<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

THREE MONTHS ENDED SEPTEMBER 30, 2007 COMPARED TO THREE MONTHS ENDED SEPTEMBER
------------------------------------------------------------------------------
30, 2006.
---------

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 three months ended September 30, 2007 and 2006 were $691,925
and $ 26,141, respectively. The increase in sales in 2007 was derived from the
sales of nutritional supplements and vitamins by Genotec. 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 three months ended September 30, 2007 and 2006 were
$571,046 and $6,732, respectively. The costs in 2007 represent the costs of bulk
supplies of capsules and sealed powders, bottles, caps, shipping containers,
packaging and shipping of nutritional supplements and vitamins by Genotec. Of
these costs, approximately 80% were related to the sale of the new product.

Total operating expenses for the three months ended September 30, 2007 and 2006,
were $405,797 and $221,591, respectively. The increase of $184,206 was primarily
due to the effect of the Genotec acquisition of approximately $175,000 and
increases in executive salaries and benefits of approximately $9,000. The most
significant portion of the Genotec expenses were related to payroll related
expenses of $100,310, rent and utilities of $13,306, insurance of $10,660 and
selling expenses of $24,495.

Total other (income) expense for the three months ended September 30, 2007 was
an income of $1,236,773. This total was comprised of a gain on revaluation of
derivatives of $1,563,953, consulting income of $70,000 on the Deep Field
Consulting Agreement and interest income of $5,050. These amounts are offset the
amortization of the discount on debt conversion of $223,344, liquidated damages
of $114,029, interest expense of $47,957 and beneficial interest expense of
$16,900 due to the difference between value of the consulting fees and the fair
value of the stock at the date of issuance. The other (income) expense for the
three months ended September 30, 2006 was an expense of $1,177,579. This total
was comprised of a loss on revaluation of derivatives of $678,141, write off of
financing costs of 369,625, amortization of the discount on debt conversion of
$145,219, interest expense of $28,598 and liquidated damages of $1,606. These
amounts are offset by interest income of $45,610. Interest expense is related to
accrued interest on the YA Global Debentures and interest income is related to
interest on the cash accounts. Liquidated damages are amounts due on the delay
in registering shares of the Company's Class A common stock issuable to YA
Global pursuant to the terms of the Investors Registration Rights Agreement.

                                       24
<PAGE>

Net income (loss) for the three months ending September 30, 2007 was an income
of $951,855 and for the three months ended September 30, 2006 was a loss of
$1,379,761. The increase in net income for the three months of $2,331,616 were
the result of the factors discussed above.

LIQUIDITY AND CAPITAL RESOURCES

On April 1, 2005, and as subsequently amended on July 20, 2006 and January 4,
2007, the Company had entered into a Securities Purchase Agreement with certain
investors for the sale of $2,500,000 in convertible debentures. On April 1,
2005, the Company issued $1,250,000 of secured convertible debentures (the "1st
closing") pursuant to the Securities Purchase Agreement. On January 4, 2007, we
issued a second secured convertible debenture in the principal amounts of
$625,000 (the "2nd closing"). An additional sale of $625,000 in convertible
debentures (the "3rd closing") shall be funded two (2) business days prior to
the date the registration statement is declared effective by the SEC. These
debentures will be convertible into Class A common stock at the discretion of
the holders. These transactions will require the Company to register for resale
a number of shares to facilitate these financial transactions.

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 twelve 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 three months ended September 30, 2007 and 2006, the Company had a net
decrease in cash of $111,029 and $79,397, respectively. The Company's principal
use of funds during these periods was as follows:

     CASH FLOWS FROM OPERATING ACTIVITIES. The Company used $111,029 in cash for
operations in the three months ended September 30, 2007, an increase of $31,632
compared to $79,397 in cash used for operations in the three months ending
September 30, 2006. The increase in cash used in operations was primarily used
for salaries and office expenses.

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.

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<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.

ITEM 3. 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 September 30, 2007, 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
     September 30, 2007. 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.

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<PAGE>

     Subsequent to the notification from our independent registered public
accounting firm, our chief executive officer evaluated our internal controls and
concurred that 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. Management is required to apply its judgment in
evaluating the cost-benefit relationship of possible changes in our disclosure
controls and procedures.

ITEM 3A(T). CONTROLS AND PROCEDURES.

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.

                           PART II - OTHER INFORMATION

ITEM 5. OTHER INFORMATION

     (b)  The Company does not have a standing nominating committee or a
          committee performing similar functions as the Company's Board of
          Directors consists of only two members and therefore there would be no
          benefit in having a separate nominating committee that would consist
          of the same number of members as the full board of directors. Both
          members of the Board of Directors participate in the consideration of
          director nominees.

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.

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<PAGE>

                                   SIGNATURES

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

MM2 Group, Inc.

By: /s/ Mark Meller                                      Date: November 19, 2007
    ----------------------
    Mark Meller, President,
    Chief Executive Officer and
    Principal Accounting Officer





















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<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.
























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