U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB
(Mark One)

|X|   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934

                                    For the fiscal year ended: December 31, 2006

|_|   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934

                           For the transition period from________ to ___________

                                                 Commission File No.: 333-105840

                         MEDICAL MEDIA TELEVISION, INC.
                 (Name of small business issuer in its Charter)

           Florida                                            59-3645932
           -------                                            ----------
(State or Other Jurisdiction of                            (I.R.S. Employer
  Incorporation or Organization)                          Identification No.)

                8406 Benjamin Road, Suite C, Tampa, Florida 33634
                    (Address of principal executive offices)

Issuer's telephone number: (813) 888-7330

Securities registered pursuant to Section 12(b) of the Exchange Act:   None

Securities registered pursuant to Section 12(g) of the Exchange Act:   None

      Check whether the issuer is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange Act. |_|

      Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 |_| No |X|

      Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.
|_|
<PAGE>

      Indicate by check mark whether the Registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|

      The issuer's revenues for its most recent fiscal year were $371,734. The
aggregate market value of the voting and non-voting common equity held by
non-affiliates as of April 13, 2007 is $531,879. For purposes of the foregoing
calculation only, directors, executive officers, and holders of 10% or more of
the issuer's common capital stock have been deemed affiliates. The number of
shares outstanding of the Registrant's common stock as of April 13, 2007 was
46,121,302.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                     None.

      Transitional Small Business Disclosure Format: Yes |_| No |X|
<PAGE>


INTRODUCTORY COMMENT

      Throughout this Annual Report on Form 10KSB, the terms "we," "us," "our,"
"Medical Media," or "our Company" refers to Medical Media Television, Inc., a
Florida corporation, and its subsidiaries.

FORWARD LOOKING STATEMENTS

      When used in this Annual Report on Form 10-KSB, the words "may," "will,"
"expect," "anticipate," "continue," "estimate," "intend," and similar
expressions are intended to identify 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 regarding events, conditions and financial
trends which may affect the Company's future plans of operations, business
strategy, operating results and financial position. Such statements are not
guarantees of future performance and are subject to risks and uncertainties and
actual results may differ materially from those included within the
forward-looking statements because of various factors. Such factors include,
among others: (i) the Company's ability to obtain additional sources of capital
to fund continuing operations in the immediate term; (ii) the Company's ability
to retain existing or obtain additional licensees who act as distributors of its
products; (iii) the Company's ability to obtain additional patent protection for
its encapsulation technology; and (iv) other economic, competitive and
governmental factors affecting the Company's operations, market, products and
services. Additional factors are described in the Company's other public reports
and filings with the Securities and Exchange Commission. Readers are cautioned
not to place undue reliance on these forward-looking statements, which speak
only as of the date made. The Company undertakes no obligation to publicly
release the result of any revision of these forward-looking statements to
reflect events or circumstances after the date they are made or to reflect the
occurrence of unanticipated events.

<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

Business Development

      On April 21, 2005, the Company changed its name to Medical Media
Television, Inc. ("Medical Media"). Medical Media was organized as a Florida
corporation on October 2, 1989. Medical Media has three wholly owned
subsidiaries, PetCARE Television Network, Inc. ("PetCARE TV"), African American
Medical Network, Inc. ("African American Medical Network"), and KidCARE Medical
Television Network, Inc. ("KidCARE TV"). As we are a development stage company,
we have devoted our efforts since inception to developing and implementing our
business plan.

      Medical Media's primary goal is to be recognized as a leading provider of
advertiser-supported patient/parent/client medical education programming within
the place-based media environment of medical specialty offices nationwide.
Advertisers traditionally relied on 30-second TV spots to deliver their message
to the masses, but the impact of these ads has declined with the introduction of
DVRs and Tivos. Advertisers are now considering non-traditional advertising
vehicles to achieve desired consumer penetration and influence buying behavior.
The approach of place-based media is to deliver advertisers a captive audience
of viewers. Place-based ("in-office" or "point of care") media has proven to be
effective on several fronts as it: (i) provides a more efficient approach by
reaching consumer/patients when they are already in the office, (ii) provides
critically important health education programming that motivates action on the
part of the consumer/patient, (iii) presents a unique opportunity to capture the
attention of specifically targeted consumers as commercials are aired in
subscribing offices on viewing system where the channel and the volume cannot be
changed by the viewer, and (iv) provides an opportunity for healthcare providers
to increase revenues.

      Medical Media currently produces monthly DVD magazines that are
distributed to the participating subscribers of PetCARE TV and African American
Medical Network. In the first quarter of 2007, PetCARE TV began offering its
in-office educational programming through various subscription options including
quarterly DVD magazine programming without advertising, monthly DVD programming
without advertising, and daily broadband delivery of programming with
advertising. A prepaid 3-year subscription to the quarterly DVD magazine
includes a free 20" TV and DVD player. A prepaid 3-year subscription to the
monthly DVD magazine includes a free table-stand 32" flat screen LCD TV and DVD
player. A 3-year subscription for broadband delivered programming features a
wall-mounted 32" flat screen LCD TV and PC media player. With every
subscription, veterinarians are licensed to link their web sites to PetCARE TV's
web site, home of the largest proprietary pet health video library on the World
Wide Web. The added benefit of being able to direct pet owners to the video
library serves both as an educational tool and as a quick screening process for
clients to get issues clear from home before talking directly to the
veterinarian.

      We plan to provide KidCARE TV's monthly updated programming via broadband.
Monthly programming contains approximately 28 educational segments that can be
interspersed with up to 24 commercial advertising spots, approximately 24
billboards, and public service announcements.

      The programming for our networks is obtained through an annual
subscription with subscribers receiving monthly updated DVD magazines or
streamed programming via broadband. To date, we have not been successful in
obtaining a sufficient number of advertisers to support our networks due to
difficulty in obtaining audited viewership that meets the criteria of national
commercial advertisers. Our broadband delivery options will meet the
advertisers' criteria and we anticipate that insertion orders for commercial
advertising will increase as our PetCARE TV subscribers convert to broadband and
we launch KidCARE TV.

      We have expended approximately $7,275,000 through December 31, 2006 in
developing our business plan. PetCARE TV placed TV/DVD viewing systems in over
3,200 veterinary offices, and completed the production, replication, and
delivery of monthly programming since March 2003. African American Medical
Network placed TV/DVD viewing systems in approximately 707 physician offices
serving the African American population, and completed the production,
replication, and delivery of monthly programming since June 2005. KidCARE TV
planned to have 1,000 subscribers by December 31, 2006 with programming to be
delivered in January 2007; however, KidCARE TV has delayed its launch until the
third quarter of 2007. For the period from the implementation of our current
business plan (June 2002) through December 31, 2006, we have generated
approximately $68,000 of revenue and approximately $29,000 of deferred revenue
from subscription sales, approximately $417,000 from advertising, approximately
$75,000 from sales of individual educational DVDs sold to veterinarians for them
to give to new pet owners for take-home viewing, and approximately $12,000 in
miscellaneous sales.

<PAGE>

      Our websites were developed in cooperation with third party consultants.
We are in the process of updating these websites that will be maintained by us
going forward. We use our websites (www.medicalmediatelevision.com,
www.petcaretv.com, www.africanamericanmedicalnetwork.com, and www.kidcaretv.com)
primarily as an information tool for prospective subscribers and advertisers who
can log on to find out about our businesses. Prospective subscribers are allowed
to view our current programming, review frequently asked questions, review our
subscription process, and print out a subscription agreement.

Our Monthly Educational Programming

      Since the release of our first DVD magazine in March 2003, we used a
combination of non-paying, test commercials along with paid advertisements.
Companies who have advertised on our networks include: Antech Diagnostics,
Bayer, Dermapet, Bio-Medical Services, Fleabusters, Care Credit, GAIA SafePaw
Ice Melter, K-9 Companions, Colorado Mountain College, Vitality Systems, Nestle,
Colgate-Palmolive Company, Merck, GlaxoSmithKline, Pfizer, McNeil Consumer and
Specialty Pharmaceuticals, American Lung Association, and Proctor & Gamble. We
currently have three insertion inserts for commercial advertising for our
networks totaling an aggregate of $46,180.

PetCARE TV

      We currently produce a monthly DVD magazine for PetCARE TV. Our
educational programming designed for the veterinary industry focuses on optimal
healthcare for animal companions; is currently aired in veterinary hospitals and
targeted to pet owners nationwide; and is viewed by approximately six million
pet owners each month. Each month of programming contains approximately 28
educational segments with 24 commercial advertising and billboard spots
available for purchase. We currently have two advertising commitments for
PetCARE TV; one billboard that will air April through August 2007, and one
billboard that will air every month for the entire year.

      Educational segments we have produced for PetCARE TV include, but are not
limited to: Feline Resorption Lesions, Pain Management, Rabies, Dental Exams,
Sudden Weight Loss, Brushing Cat's Teeth, Ear Mites, Chewing, K9 Arthritis, Pet
IDs, Diet & Dental Health, FIV, Flea Control, Physical Exams, Moist Dermatitis,
Glaucoma, Pet First Aid, Aging Pets, Litter Training, Vaccinations, Ticks, Pet
Insurance, Scratching-Cat, Obesity, Traveling with Pet, Internal Parasites,
Ocular Exams, and Parvovirus. Seasonal segments such as Valentine Candy,
Christmas, and Winter Safety have also been produced and are rotated into the
programming during applicable months. Our programming routinely includes "Pet
Minutes" produced and given to us by the Humane Society of the United States
(HSUS), as well as certain sports produced and given to us by the American
Veterinary Medical Association (AVMA). Petsville Trivia segments appear in each
DVD magazine incorporating the talents of animated characters obtained under
license from Media International Concepts, Inc. who pose trivia questions to
test the knowledge of the viewer regarding animal health and welfare.

<PAGE>

African American Medical Network

      Our educational programming for the African American population is
designed to create awareness about key diseases and the regimen needed to
preserve life and the quality of life. Subscriptions to our programming are
available only through doctor's offices serving the African American population.
We currently have one advertising commitment for one commercial spot that will
air every month for the entire year.

      Educational segments we have produced for African American Medical Network
include, but are not limited to: Diabetes, Breast Cancer, Acid Reflux Disease,
Asthma, Family Planning, Arthritis, Hepatitis, Glaucoma, Heart Disease,
Migraines, HIV/AIDS, Cholesterol, Prostate Cancer, Pregnancy, Obesity, Stroke,
Smoking, Sleep Deprivation, Health Insurance, and Respiratory Ailments. Future
segments slated are: Avoiding Heart Attacks, Clinical Trials, Colon Cancer,
Fitness, Foot Care, Health & Wellness, Hygiene, Kidney Disease, Metabolic
Syndrome, Nutrition, Osteoporosis, Skin Care, and Menopause.

KidCARE TV

      Our educational programming for KidCARE TV will be directed to the 60,000
members of the American Pediatric Association to provide advertiser-supported
educational programming within the environment of pediatric offices nationwide.
Displayed on viewing systems placed in waiting rooms, KidCARE TV's programming
will address the viewer at the point in time they are most predisposed to
gathering health care information, a time that significantly increases their
awareness of the information being provided. Integrating pertinent health care
issues and relevant advertising, KidCARE TV's programming will ensure higher
retention when patients address issues with the physician with whom they have
already developed a trusting relationship. KidCARE TV plans to launch its
place-based television network in the fall of 2007 to deliver
advertiser-supported, educational programming to millions of parent consumers
through pediatrician offices nationwide. KidCARE TV will offer pediatricians an
opportunity to educate these parents in an entertaining manner, while
significantly reducing their perceived waiting time. We plan to install a
flat-screen monitor viewing system in their waiting room to deliver broadband
programming that will run continuously during office hours.

      Educational segments we plan to produce for KidCARE TV include but are not
limited to: Pediatric Obesity, Nutrition, Cough/Cold, Bike/Skating Safety,
Emergency, Surviving Hay Fever and Allergies, First Aid Kits, Pet Safety,
Choosing a Childcare Provider, Early Precursors to Eating Disorders,
Burns-Severity and Treatment, Exercise, Developmental Milestones, Defense
Against Infection, Promoting Open Discussion with Your Teen, Bringing Home Your
New Baby, Dental Health and Hygiene, Breastfeeding, and seasonal topics.

Our Take-Home Programming

      Two years ago, the Company released Welcome Home Your New Friend, our
first take-home DVD for PetCARE TV. In 2005, we introduced the "Your Series" of
take-home DVDs to encompass all of our networks. These DVDs are for purchase by
health care professionals for them to give to their client/patients for
take-home viewing.

      Your New Pet and Your Senior Pet are available to veterinarians through
PetCARE TV. Your New Pet features 30 minutes on dogs and 30 minutes on cats and
is given to new pet owning clients on their first visit to their veterinarian.
Your Senior Pet features programming specific to aging pets to help pet owners
better understand and cope with the changing needs of their pet during their
senior years.

      Your Better Health is available to physicians who treat minorities through
African American Medical Network and helps educate minority patients about
important healthcare issues in order to reduce minority health disparities and
decrease negative health outcomes.

<PAGE>

      Your New Baby is available to pediatricians through KidCARE TV to share
information with new parents on topics they may encounter between discharge from
the hospital and the first post-natal office visit.

      All DVDs in the "Your Series" are currently available for order and are
sold in packs of 50 beginning at $2.50 per DVD with quantity discounts available
for each.

Marketing to Subscribers

      By using a combination of trade show presence, cross promotion with
product distributors, direct mail of sample programming, press releases, and
advertising, we have and will continue to notify the veterinary and medical
communities that subscriptions to our monthly programming are available. Each
subscriber commits to prominently display the viewing system in the reception
area and to play our programming during all client office hours. Our programming
provides the flexibility of subtitles in English and Spanish for the veterinary
network, and subtitles in English, Spanish, and French for the medical networks.

PetCARE TV

      The target market for PetCARE TV is all veterinary practices in the United
States and Canada. According to the American Veterinary Medical Association
(avma.org), there are 36,238 small animal veterinarians practicing in the 17,794
small animal clinics in the U.S. Additionally, there are 5,325 veterinarians
practicing in the 1,633 small animal clinics in Canada. We also plan to target
the approximately 5,000 animal shelters nationwide.

      On December 1, 2005, PetCARE TV entered into a three-year Distribution
Agreement with Lifelearn, Inc. ("Lifelearn") a Canadian corporation, granting
Lifelearn exclusive Canadian distribution rights to sell PetCARE TV's veterinary
client-education products (including annual subscriptions to the monthly DVD
magazine and take-home programming). Lifelearn's focus is the production and
marketing of veterinary continuing education and reference programs in
electronic interactive multimedia format.

      On January 3, 2006, PetCARE TV entered into a three-year Distribution
Agreement with Butler Animal Health Supply ("Butler AHS") granting Butler AHS
the exclusive distribution rights to sell PetCARE TV's veterinary client
education products (including annual subscriptions to the monthly DVD magazine
and take-home programming) to veterinarian hospitals within the U.S. Butler is
the nation's largest distributor of companion animal health supplies to
veterinarians. Headquartered in Dublin, Ohio, Butler operates across the U.S.
with 15 distribution centers and 8 tele-centers. Butler serves over 29,000
veterinary clinics in all 50 states and distributes over 15,000 products for
more than 300 vendors.

      On March 13, 2006, PetCARE TV entered into a two-year Affinity Program
Agreement with American Animal Hospital Association ("AAHA") granting AAHA the
exclusive distribution rights to sell PetCARE TV's veterinary client education
products (including annual subscriptions to the monthly DVD magazine and
take-home programming) to all AAHA member hospitals within the U.S. There are
approximately 3,000 AAHA-accredited hospitals and AAHA will be promoting PetCARE
TV's client education programming as a value-added benefit to its membership.

      PetCARE TV currently has 3,110 veterinary offices with active
installations located in all fifty states and the District of Columbia, Canada,
Puerto Rico, and Australia. We estimate that our monthly programming is viewed
by over six million pet owners. Of the 3,110 active subscriptions, 2,594 were
complimentary and 516 were paid.

<PAGE>

African American Medical Network

      The target market for African American Medical Network is the more than
15,000 doctors who serve the majority of the 36 million U.S. African Americans.
The current African American population in the United States is approximately
12.3% and is projected to reach over 40 million by the year 2010. African
American physicians are a vital link in reducing healthcare disparities in the
African American community. The African American Medical Network was developed
to create awareness about key diseases afflicting African Americans and the
regimen needed to preserve life and the quality of life. Our programming
delivers information about medical and health issues specifically related to
African American patients' interests and needs to produce greater awareness of
the importance of preventative healthcare practices and increase compliance with
recommended products and services. African American Medical Network's
custom-designed programming gives doctors the opportunity to educate their
patients in an entertaining manner while reducing their perceived waiting time.
Hosted and voiced by veteran actor Ernie Hudson, programming consists of
fast-paced segments four to seven minutes long that cover pertinent healthcare
topics. We currently have 707 subscribers to our African American Medical
Network. Of those 707 active subscriptions, all were complimentary.

KidCARE TV

      KidCARE TV plans to target parent consumers through pediatric offices
nationwide with programming developed to create awareness about preventative
health measures to educate parents on specific childhood diseases and problems.
Besides a child's own parent, the pediatrician is one of the first people with
whom a baby will come into contact. According to a recent survey released by
iVillage, mothers today view their pediatrician as a "parenting partner" rather
than solely as a healthcare provider, making parents more careful to interview
and select a pediatrician that is right for their family. Statistics provided by
the American Academy of Pediatrics, whose membership has approximately 60,000
members in the U.S., Canada, and Latin America, indicates that there is only one
pediatrician for every 2,040 children in the United States. The universe of
pediatric waiting rooms in the U.S. is 30,000. KidCARE TV's three-year objective
is to have its programming viewed in 10,000 of those waiting rooms, increasing
to 15,000 subscribers in its fifth year.

Selling to Commercial Advertisers

      Although advertising through place-based media has proven effective as it
presents a captive audience to the advertisers and carries a perceived
endorsement from healthcare providers, we have not been successful in obtaining
a sufficient number of advertisers to support our networks due to difficulty in
obtaining audited viewership that meets the criteria of national commercial
advertisers. Our broadband delivery options will meet the advertisers' criteria
and we anticipate that insertion orders for commercial advertising will increase
as our PetCARE TV subscribers convert to broadband and we launch KidCARE TV. We
are also seeking sponsorship for the "Your Series" of take-home programming.

      We are poised to provide advertisers the captive markets they desire with
limited competition in the almost-exclusive markets we serve. We have the
capacity to offer 24 commercial spots available for sale to national
advertisers. We believe we provide the most efficient medium to reach these
targets in a venue where the patients/consumers are receptive to the
information, and at a cost that is efficient for the advertisers. By presenting
their advertising message within the confines of a medical office, their product
or service carries the perceived recommendation of that individual's own health
care provider. By using our network, advertisers are presenting their products
to patients who are in the state of mind to consider health and remedies. We
provide advertisers the ability to place their commercial advertising spots on a
per issue basis with each 30-second commercial being shown once each hour.

      Many companies providing products and medications have animal health
divisions and human health divisions. We provide advertisers the option of
exclusivity when purchasing a multi-network advertising option that not only
guarantees their product is the only one of its type advertised, but also
enables them to reach both human and animal health targeted markets with the
same pool of advertising dollars. We also provide advertisers the option of
product positioning within our programming. In 2006, PetCARE TV received
advertising orders of $162,000 and African American Medical Network received
advertising orders of $112,429.

PetCARE TV

      There are hundreds of companies and brands devoted to the pet industry
spending hundreds of millions of dollars a year targeting their messages to
veterinarians, veterinary staff, and most importantly, pet owners. PetCARE TV
provides the most efficient medium to reach these targets in a venue where the
pet owners are receptive to the information, and at a cost that is efficient for
the advertisers. By presenting their advertising message within the confines of
the veterinary clinic, or as a required take-home educational tool for new pet
owners, their product or service carries the perceived recommendation of that
pet owner's very own veterinarian or animal welfare professional. Space for
public service announcements is provided at no charge.

African American Medical Network

      There are many companies and brands that target African Americans because
they have high consumption levels of those products. In addition, from a health
perspective, African Americans have a high propensity to contract ailments that
can be alleviated by these products and medications. According to Ad Age, these
companies spend hundreds of millions of dollars each year to target their
messages not only to African Americans, but also to African American doctors. It
should be noted that over 50% of all drugs in the development pipeline are
directed at diseases that disproportionately affect African Americans.

KidCARE TV

      The advertising industry places the market for KidCARE TV at $100 billion
a year. Our goal is to attract $34.3 million in advertising in the first five
years of operation. KidCARE TV can optimize advertising dollars for companies
that are trying to reach the specific market segment offered through
pediatrician offices, namely products relevant to children and their parents.

Competition

      Our business involves the use of continuously presented educational
programming placed in the waiting rooms of veterinary and human medical offices,
also called placed-based media. We compete for advertising with traditional
television, radio, and print media. Many of our competitors have advantages over
the services that we now offer, including significantly greater brand
recognition, a larger sales force, customer bases, longer operating histories,
and financial and other resources.

      We compete by providing advertisers with a captive, targeted audience of
individuals bringing their animals to veterinarians for treatment and patients
going to their doctor's office for treatment. Commercials on our network are
aired in waiting rooms on a viewing system where the channel cannot be changed
by the viewer, the volume cannot be changed by the viewer, it is typically in a
room with no sight barriers, and the viewer has little else with which to occupy
themselves. We believe that in airing a commercial to this highly targeted
captive audience, the advertiser is offered an opportunity that cannot currently
be matched by our competitors.

<PAGE>

      There is no other company that provides client educational veterinary
programming in the format we provide.

      Regarding competition for African American Medical Network, AccentHealth
provides place-based programming to the human medical community, although they
do not target the African American community or the health issues related to it.
We are currently the only company that offers programming exclusively designed
for medical offices serving African Americans. Laboratory Corporation of America
(LabCorp), a provider of clinical testing and health-screening services,
recently partnered with VISI Networks for the installation of an
advertiser-funded digital-signage network in more than 300 of LabCorp's patient
service centers across the United States. As this network is restricted to labs,
our Company does not consider it to be competition for our target markets,
although it may be competition for the same advertisers that we target.

      Regarding competition for KidCARE TV, AccentHealth provides place-based
programming to approximately 1,000 pediatric offices with programming presented
in a news format, not the educational format we provide.

Subsidiaries

      The Company has three wholly owned subsidiaries (all Florida
corporations), PetCARE TV, African American Medical Network, and KidCARE TV.

Government Approvals

      No government approvals are needed for our services.

Employees

      We currently have seven full-time employees as follows:

      Operations        3
      Management        3
      Sales             1

      We employ part-time employees. We have no collective bargaining
agreements. We consider our relationship with our employees to be excellent.

ITEM 2. DESCRIPTION OF PROPERTY.

      On August 19, 2003, the Company entered into a five-year lease agreement
with Liberty Property Limited Partnership for approximately 3,800 square feet of
office/warehouse space located at 8406 Benjamin Road, Suite C, Tampa, Florida
33634. The monthly lease amount is approximately $3,530. These offices are in
good condition, and we currently have no plans to renovate or make leasehold
improvements to such leased real property. In the opinion of management, such
leased real property is adequately insured.

ITEM 3. LEGAL PROCEEDINGS.

      There are no material pending legal or governmental proceedings relating
to our Company or properties to which we are a party, and to our knowledge,
there are no material proceedings to which any of our directors, executive
officers or affiliates are a party adverse to us or which have a material
interest adverse to us.

<PAGE>

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

      There were no matters submitted to the Company's security holders for a
vote during the course of the fourth quarter of this fiscal year.

                                     PART II

ITEM 5. MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

      Our common stock, par value $0.0005 per share (the "Common Stock"), began
trading on the OTC-Bulletin Board on February 2, 2004 under the symbol "PTNW,"
which was subsequently changed to "MMTV" to reflect the Company's name change to
Medical Media Television, Inc. There is a limited public trading market for our
Common Stock and a regular, more active trading market may not develop, or if
developed, may not be sustained. The high and low bid price of our Common Stock
for each calendar quarter in 2005 and 2006, and the first calendar quarter of
2007, was as follows:

 --------------------------------- -------------- ------------
                                       High*          Low*
      Period (Calendar Year)
 --------------------------------- -------------- ------------
 2007:
 --------------------------------- -------------- ------------
 First Quarter                              $0.05        $0.03
 --------------------------------- -------------- ------------

 --------------------------------- -------------- ------------
 2006:
 --------------------------------- -------------- ------------
 Fourth Quarter                             $0.09        $0.04
 --------------------------------- -------------- ------------
 Third Quarter                              $0.10        $0.01
 --------------------------------- -------------- ------------
 Second Quarter                             $0.14        $0.04
 --------------------------------- -------------- ------------
 First Quarter                              $1.70        $0.07
 --------------------------------- -------------- ------------

 --------------------------------- -------------- ------------
 2005:
 --------------------------------- -------------- ------------
 Fourth Quarter                             $1.21        $0.30
 --------------------------------- -------------- ------------
 Third Quarter                              $2.05        $0.51
 --------------------------------- -------------- ------------
 Second Quarter                             $4.00        $0.60
 --------------------------------- -------------- ------------
 First Quarter                              $0.22        $0.07
 --------------------------------- -------------- ------------

      (*The stock prices referenced in this table for the First Quarter of 2005
      reflect the historical stock price of Medical Media's common stock. The
      stock prices referenced in the remainder of this table reflect historical
      stock prices of Medical Media's common stock, but reflect the 1:30 reverse
      stock split of Medical Media's common stock effective May 4, 2005.)

      On April 13, 2007, the last reported sales price of our Common Stock was
$0.03 per share. The quotations referenced in this paragraph reflect
inter-dealer prices, without retail mark-up, markdown or commission and may not
represent actual transactions. The quotations referenced in this paragraph were
obtained from Yahoo! Finance.

Holders

      There were 418 registered holders or persons otherwise entitled to hold
our common shares as of April 13, 2007 pursuant to a shareholders' list provided
by our transfer agent as of that date and our records relating to issuable
shares. The number of registered shareholders excludes any estimate by us of the
number of beneficial owners of common shares held in street name.

<PAGE>

Dividends

      We have not declared any cash dividends on our Common Stock since our
inception and do not anticipate paying such dividends in the foreseeable future.
We plan to retain any future earnings for use in our business. Any decisions as
to the future payments of dividends will depend on our earnings and financial
position and such other facts as the Board of Directors deems relevant.

Securities Authorized for Issuance under Equity Compensation Plans

      We granted non-qualified stock options to purchase 66,667 shares of our
Common Stock under a 2002 Equity Incentive Plan available to key employees and
consultants of the Company. Under the plan, the exercise price of each incentive
option is equal to the greater of the fair market value of our Common Stock on
the date of grant or the aggregate par value of the stock on the date of grant.
Options expire ten years from the date of grant. As the Company issued grants
for the maximum number of shares allowed under this plan, the 2002 Equity
Incentive Plan was closed.

      On July 25, 2006, the Company's shareholders approved the Medical Media
Television, Inc. 2006 Equity Incentive Plan with an effective date of May 1,
2006, which authorized the Board of Directors to issue options up to 2,000,000
shares to eligible key employees and consultants. Under the plan, the exercise
price of each incentive option is equal to the greater of the fair market value
of our Common Stock on the date of the grant or the aggregate par value of the
stock on the date of grant. In the case of any 10% stockholder, the incentive
option price will not be less than 110% of the fair market value on the date of
grant. Options expire ten years from the date of grant, except for those granted
to a 10% stockholder, which expire five years from the date of grant. The
Compensation Committee of the Board of Directors shall determine the price at
which shares of stock may be purchased under a nonqualified option. To date, we
have granted 654,636 options under this plan with an exercise price of $0.17 per
share.

      The following table sets forth information concerning the number of shares
of our Common Stock that may be issued under all of our equity compensation
plans.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------

                                           Equity Compensation Plan Information
---------------------------------------- ------------------------ ----------------------- --------------------------------
                                                   (a)                      (b)                         (c)
---------------------------------------- ------------------------ ----------------------- --------------------------------
             Plan Category               Number of securities to     Weighted-average      Number of securities remaining
                                         be issued upon exercise     exercise price of     available for future issuance
                                         of outstanding options,   outstanding options,   under equity compensation plans
                                           warrants and rights      warrants and rights   [excluding securities reflected
                                                                                                   in column (a)]
---------------------------------------- ------------------------ ----------------------- --------------------------------
<S>                                      <C>                      <C>                     <C>
Equity Compensation Plans Approved by             66,667                  $0.347                         0
Security Holders:
2002 Equity Incentive Plan
---------------------------------------- ------------------------ ----------------------- --------------------------------
Equity Compensation Plans Approved by            654,636                  $0.170                     1,345,364
Security Holders:
2006 Equity Incentive Plan
---------------------------------------- ------------------------ ----------------------- --------------------------------
Equity Compensation Plans Not Approved              0                        0                           0
by Security Holders
---------------------------------------- ------------------------ ----------------------- --------------------------------
TOTAL                                            721,303                  $0.186                     1,345,364
---------------------------------------- ------------------------ ----------------------- --------------------------------
</TABLE>

<PAGE>

Recent Sales of Unregistered Securities

      On February 1, 2007, the Company entered into a Note Purchase Agreement
with Vicis Capital Master Fund ("Vicis") pursuant to which it issued Vicis a 10%
Secured Convertible Promissory Note in the principal amount of $250,000 (the
"Note"). At any time while the Note remains outstanding, Vicis may convert the
outstanding principal balance and any accrued but unpaid interest on the Note
into shares of the Company's Common Stock at a conversion price of $.166 per
share (the "Conversion Shares"). The principal balance of the Note is due in one
lump sum payment on August 10, 2007 (the "Maturity Date"), unless earlier
converted. Interest on such principal (or any balance thereof outstanding from
time to time) accrues at an annual rate of interest of ten percent (10%) and is
payable on the Maturity Date. As security for the Company's obligations under
the Note Purchase Agreement and the Note, the Company pledged all of the capital
stock of the Company's subsidiaries, PetCARE TV, African American Medical
Network, and KidCARE TV (collectively the "Subsidiaries"), pursuant to the terms
of a Stock Pledge and Escrow Agreement, dated August 11, 2006. Repayment of the
Note is guaranteed by the Subsidiaries and is also secured by a blanket lien
encumbering the assets of the Company and the Subsidiaries. As an inducement for
Vicis to purchase the Note, Philip M. Cohen, President and Chief Executive
Officer of the Company, agreed to amend his employment agreement to include a
three (3) year non-compete clause. The issuance of these securities was exempt
from the registration requirements of the Securities Act of 1933 as the security
was issued to one institutional investor.

      On September 30, 2006, the Company issued 11,644 shares of its Series C
Zero Coupon Preferred Stock to Steve Port in lieu of $11,644 representing
interest accrued through September 30, 2006. On December 31, 2006, the Company
issued 5,024 shares of its Series C Zero Coupon Preferred Stock to Steve Port in
lieu of $5,024 representing interest accrued through December 31, 2006. As of
March 31, 2007, the Company owed Steve Port $4,932 representing interest accrued
through March 31, 2007 that will be paid through the issuance of 4,932 shares of
its Series C Zero Coupon Preferred Stock.

      On September 30, 2006, the Company issued 998 shares of its Series C Zero
Coupon Preferred Stock to Elaine Edinburg in lieu of $998 representing interest
accrued through September 30, 2006. On December 31, 2006, the Company issued 505
shares of its Series C Zero Coupon Preferred Stock to Elaine Edinburg in lieu of
$505 representing interest accrued through December 31, 2006. As of March 31,
2007, the Company owed Elaine Edinburg approximately $493 representing interest
accrued through March 31, 2007 that will be paid through the issuance of 494
shares of its Series C Zero Coupon Preferred Stock.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

General

      The following discussion of our financial condition and results of
operations should be read in conjunction with our audited financial statements
for the year ended December 31, 2006 and explanatory notes included as part of
this annual report.

Overview

      Medical Media has three wholly owned subsidiaries, PetCARE TV, African
American Medical Network, and KidCARE TV. Medical Media's primary goal is to be
recognized as a leading provider of advertiser-supported patient/parent/client
medical education programming within the place-based media environment of
medical specialty offices nationwide. The Company produces educational
programming that is distributed on a monthly basis to participating subscribers
of its veterinary network, its medical network directed to the African American
population, and its pediatric network. Programming may be obtained through an
annual subscription.

<PAGE>

Development Stage Company; Going Concern Issue

      We are a development stage company under the provisions of SFAS No. 7, and
have negative cash flows from operations and no current established source of
revenue. We do not anticipate significant revenues from either advertising sales
or subscription sales. The foregoing matters have raised substantial doubt about
the ability of our Company to continue as a going concern. Management believes
that there will not be sufficient cash to continue the business for the next
twelve months. See "Liquidity and Capital Resources" below.

Critical Accounting Policies and Estimates

      Our financial statements have been prepared in accordance with accounting
principles generally accepted in the United States. The preparation of these
financial statements requires us to make significant estimates and judgments
that affect the reported amounts of assets, liabilities, revenues, expenses and
related disclosure of contingent assets and liabilities. We evaluate our
estimates, including those related to contingencies, on an ongoing basis. We
base our estimates on historical experience and on various other assumptions
that are believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions.

Goodwill

      Goodwill and other intangible assets are evaluated for impairment based
upon the expected financial benefits to be realized from the particular asset
being evaluated. Certain intangible costs such as organizational costs are
amortized over a fixed life while goodwill is evaluated for impairment every
year. The particular assumptions used to test goodwill at December 31, 2005
included the expected synergies to be realized through the merger in November
2005, as well as the expected financial benefit to be realized from the
goodwill. Negotiations with several significant customers were going on during
the preparation of our Form 10-KSB for 2005 that indicated the goodwill was
properly valued at the full amount that had been recorded during the merger.

      At December 31, 2006, the Company made a determination that due to its
inability to sell subscriptions to its African American Medical Network that
were anticipated as part of the acquisition, goodwill was fully impaired
resulting in a write-off of $1,271,037.

Information Relating To Forward-Looking Statements

      This report, including the documents incorporated by reference in this
report, includes forward-looking statements. We have based these forward-looking
statements on our current expectations and projections about future events. Our
actual results may differ materially from those discussed herein, or implied by
these forward-looking statements. Forward-looking statements are identified by
words such as "believe," "anticipate," "expect," "intend," "plan," "will," "may"
and other similar expressions. In addition, any statements that refer to
expectations, projections or other characterizations of future events or
circumstances are forward-looking statements.

Results of Operations

Results of Operations - Inception (October 2, 1989) to December 31, 2006

      From inception to December 31, 2006, we had cumulative losses totaling
$10,505,315. For this period, our general and administrative costs totaled
$4,439,815 or 53% of total operating expenses. DVD production costs totaled
$810,486 or 10% of total operating expenses, and sales and marketing costs
totaled $2,824,385 or 34% of total operating expenses. The remainder of
operating expense is represented by depreciation and amortization that totaled
$241,701 or 3% of total operating expenses. Results of Operations - Comparison
of Year Ended December 31, 2006 and 2005

<PAGE>

      For the year ended December 31, 2006, we had losses totaling $3,968,025 as
compared to losses of $1,965,302 for the same period in 2005. The increase of
$2,002,723 is primarily a result of costs related to the impairment of goodwill
of $1,271,037. For the year ended December 31, 2006, our general and
administration costs totaled $1,171,155 as compared to $878,474 for the same
period in 2005. This increase of $292,681 is primarily attributed to costs
related to consulting and employee related costs (approximately $164,000) and
travel related costs of approximately $75,000. Our DVD production costs totaled
$286,420 for the year ended December 31, 2006 as compared to $146,086 for the
same period in 2005. This increase of $140,334 is a result of changes to
production efforts related to the development of additional programming specific
to the American Animal Hospital Association (AAHA). Our sales and marketing
costs totaled $992,699 for the year ended December 31, 2006 as compared to
$660,985 for the same period in 2005. This increase of $331,714 is attributed to
increased staffing related to subscription sales efforts and consulting expenses
related to advertising sales efforts. Depreciation and amortization of
intangibles totaled $6,796 and $79,167 respectively for the year ended December
31, 2006.

Plan of Operation

      In the event that we receive a capital infusion or generate the revenues
necessary to fund our networks, our plan of operation for the period ending
December 31, 2007 is outlined as follows:

      A)    Increase in Subscribers: PetCARE TV, through its distribution
            agreements with Butler AHS, Lifelearn, and AAHA, plans to increase
            its subscriber base to 5,000 by year-end 2007. African American
            Medical Network plans to continue to offer free annual subscriptions
            (including a viewing system) to the first 3,000 subscribers and
            plans to increase its subscriber base to 1,800 by year end.

      B)    Trade Show Exposure: PetCARE TV, African American Medical Network,
            and KidCARE TV plan to exhibit at all national and select regional
            veterinary and medical trade shows in 2007.

      C)    Alternative Delivery Methods: The Company will continue to explore
            and implement opportunities for alternative delivery methods for our
            programming, including broadband and satellite delivery.

      D)    Programming: PetCARE TV and African American Medical Network will
            continue to provide monthly updated DVD magazines to its
            subscribers. This entails research and development of new topics,
            writing of scripts, shooting the segments, and editing prior to
            inclusion of a DVD magazine. PetCARE TV plans to re-shoot all
            programming segments. KidCARE TV plans to produce its first three
            months of programming to be streamed directly to subscribing
            locations via broadband.

      E)    Launch of KidCARE TV: We plan to officially launch KidCARE TV at the
            national convention for the American Academy of Pediatrics to be
            held in San Francisco in October 2007. At that time, we will give
            away copies of Your New Baby to pediatricians and take orders for
            this take-home programming.

      F)    Refinance/Restructure Existing Debt Obligations. We have an
            aggregate of approximately $941,000 of debt obligations (including
            accrued interest) which mature over the next six months and an
            aggregate of approximately $3,128,000 of debt obligations (including
            accrued interest) which mature over the next twelve months. We are
            actively considering several alternatives to satisfy our existing
            debt obligations, including, but not limited to, conversion of our
            outstanding indebtedness into equity, the transfer of Company assets
            in satisfaction of debt, and the negotiation of trade payables.

<PAGE>

      For the twelve-month period ending December 31, 2007, we have estimated
that it will take approximately $4,000,000 to accomplish the above plan of
operation, as well as an additional $900,000 in other general and administrative
expenses. We anticipate that the above projects will be commenced during the
described twelve-month period; however, several of these projects may not be
completed until after the twelve-month period cited. We anticipate that we will
add between four to seven additional employees to our staff during the
twelve-month period described above to facilitate the launch of KidCARE TV. Our
anticipated costs and project completion dates described above are estimates
based upon our current business plan. Our actual costs or actual project
completion dates could vary materially from those estimated. Should our costs
and expenses prove to be greater than we currently anticipate, or should we
change our current business plan in a manner that will increase or accelerate
our anticipated costs and expenses, the depletion of our working capital would
be accelerated.

      In the event that we do not receive a capital infusion necessary to fund
our networks and restructure our existing debt obligations (described below),
management will be required to consider several alternatives to satisfy our
existing debt obligations, including, but not limited to, conversion of our
outstanding indebtedness into equity, the transfer of Company assets in
satisfaction of debt, and the negotiation of trade payables, and. In addition,
the Company may be forced to identify potential merger candidates. We may also
decide to terminate our ongoing development plans with respect to alternative
delivery methods and launching of additional networks should we deem it to be
impracticable or not commercially viable. We currently do not have any financing
commitments (binding or non-binding) and we cannot give you any assurance that
we will be able to secure the additional cash or working capital we require to
continue our operations and fully implement our business plan. If we do not
secure at least $4,900,000 we will not be able to fully implement our business
plan, and if we do not secure at least $75,000 we may not be able to continue
our plan of operations beyond the next thirty days and our business plan may
fail.

Liquidity and Capital Resources

      We have approximately $34,000 of cash on hand as of April 13, 2007. We do
not believe that our cash on hand and anticipated revenues will be sufficient to
fund our operations through May 2007. Based on the current rate at which we are
using capital and our debt obligations which mature over the next twelve months,
we believe that we will need to obtain approximately $4,900,000 to continue our
operations through December 31, 2007. We do not anticipate significant revenues
from advertising sales or subscription sales at this time. We have an aggregate
of approximately $941,000 of debt obligations (including accrued interest) which
mature over the next six months and an aggregate of approximately $3,128,000 of
debt obligations (including accrued interest) which mature over the next twelve
months. The foregoing matters raise substantial doubt about the ability of our
Company to continue as a going concern. As such, we are actively seeking
external sources to satisfy our short-term and long-term capital requirements.
We are seeking to raise this additional capital through a public or private sale
of debt or equity securities, debt financing, or short-term loans. We currently
do not have any financing commitments (binding or non-binding) and we cannot
give you any assurance that we will be able to secure the additional cash or
working capital we require to continue our operations and fully implement our
business plan. If we do not secure at least $4,900,000 we will not be able to
fully implement our business plan, and if we do not secure at least $75,000 we
may not be able to continue our plan of operations beyond the next thirty days.
In the event we are unsuccessful in our efforts to secure additional capital, it
would have a material adverse effect on the Company's results of operations and
financial condition.

<PAGE>

The following is a summary of the material terms of our debt obligations.

      On May 16, 2002, we issued a non-interest bearing promissory note to James
Calaway, a former director, in the original principal amount of $100,000 (the
"Calaway Note"). At December 31, 2006 and April 15, 2007, the principal balance
due on the Calaway Note was $60,999.

      In June 2002, we issued the following non-interest bearing promissory
notes (the "Hugo/Turner Notes"), all of which remained outstanding at December
31, 2006:

      o     Daniel V. Hugo, a former officer and director, in the amount of
            $25,000;

      o     Robert and Janna Hugo, in the amount of $6,000; and

      o     Robert and Jamie Turner, in the amount of $5,000.

At December 31, 2006 and April 15, 2007, the principal balances due on the
Hugo/Turner Notes were $16,668, $4,000, and $3,332 respectively.

      On March 10, 2003, May 28, 2003, June 6, 2003, and July 1, 2003, we
entered into Note Purchase and Security Agreement(s) and Senior Convertible
Promissory Note(s) (the "Edge Notes") with Pet Edge, LLC, a Connecticut limited
liability company ("Edge"). Pursuant to the terms of a Debt Exchange Agreement
dated July 8, 2005 by and between Edge and the Company ("Edge Debt Exchange
Agreement") the Edge Notes were converted into 1,682,044 shares of the Company's
Series A Zero Coupon Preferred Stock and 2,102,556 five-year Warrants to
purchase shares of Common Stock of Medical Media ("Edge Debt Exchange Warrants")
with an exercise price of fifteen cents ($.15). The common shares underlying the
Series A Zero Coupon Preferred Stock and the Edge Debt Exchange Warrants were
included in a registration statement on Form SB-2 which was declared effective
by the SEC on March 1, 2006.

      On June 10, 2003, we entered into a Note Purchase Agreement and
Convertible Promissory Note with a former director, Mark Maltzer (the "Maltzer
Note"). Pursuant to the terms of the Debt Exchange Agreement dated July 8, 2005
by and between Dr. Maltzer and the Company ("Maltzer Debt Exchange Agreement")
the Maltzer Note was converted into 60,411 shares of the Company's Series B Zero
Coupon Preferred Stock and 45,308 five-year Warrants to purchase shares of
Common Stock of Medical Media ("Maltzer Debt Exchange Warrants") with an
exercise price of fifteen cents ($.15). The common shares underlying the Series
B Zero Coupon Preferred Stock and the Maltzer Debt Exchange Warrants were
included in the registration statement on Form SB-2 that was declared effective
by the SEC on March 1, 2006.

      On February 13, 2004, Medical Media entered into a Note Purchase Agreement
with Victus Capital, LP, a Delaware limited partnership ("Victus") and issued
Victus a Subordinated Convertible Promissory Note (the "Victus February Note")
for $1,000,000 with interest of $62,500 per quarter. In order to insure that
interest payments were made, $250,000 of the principal amount of the Victus
February Note was delivered to an escrow agent to be held for the purposes of
making quarterly interest payments to Victus. In May 2004, Medical Media issued
11,905 shares of its Common Stock at $2.10 per share and 23,810 Common Stock
Purchase Warrants ("Victus February Warrants") in lieu of $250,000 in interest
due on the Victus February Note. Each Victus February Warrant was exercisable
into shares of the Company's Common Stock at $30.00 per share at any time for
five years from the date of issuance. On October 19, 2005, the exercise price of
the Victus February Warrant was reduced to $0.166 pursuant to the extension
terms of the Series AA Convertible Debenture mentioned below. The Victus
February Note, the shares of Common Stock, and Victus February Warrants were
issued under the exemption from registration provided in Section 4(2) of the
Securities Act of 1933 (the "Securities Act"). In March 2005, Vicis Capital
Master Fund, a fund managed by Vicis Capital, LP, a Delaware limited partnership
("Vicis Capital") acquired certain assets of Victus including the Victus
February Note, the shares of the Company's Common Stock, and the Victus February
Warrants discussed above. Pursuant to the terms of a Debt Exchange Agreement
dated July 8, 2005 between Vicis Capital and the Company, the Victus February
Note was converted into 1,100,000 shares of the Company's Series B Zero Coupon
Preferred Stock and 825,000 five-year Warrants to purchase shares of Common
Stock of Medical Media ("Vicis Capital Debt Exchange Warrants") with an exercise
price of fifteen cents ($.15). On October 19, 2005, the exercise price of the
Victus Capital Debt Exchange Warrants was reduced to $0.166 pursuant to the
extensions terms of the Series AA Convertible Debenture mentioned below. The
common shares underlying the Series B Zero Coupon Preferred Stock and the Vicis
Capital Debt Exchange Warrants described above were included in the registration
statement on Form SB-2 that was declared effective by the SEC on March 1, 2006.

<PAGE>

      On July 27, 2004, Medical Media entered into a Note Purchase Agreement
with Victus Capital and issued a Subordinated Convertible Promissory Note
("Victus July Note"), and Warrant to Purchase Shares of Common Stock (the
"Victus July Warrant"). Pursuant to the terms of the Victus July Warrant, Victus
may purchase up to 83,333 shares of our Common Stock at an exercise price of
$22.50 per share until the expiration date of July 26, 2009. On October 19,
2005, the exercise price of the Victus Capital Debt Exchange Warrants was
reduced to $0.166 pursuant to the extension terms of the Series AA Convertible
Debenture mentioned below. In March 2005, Vicis Capital acquired certain assets
of Victus. Included in the acquisition were the Victus July Note and the Victus
July Warrant discussed above. Pursuant to the terms of a Debt Exchange Agreement
dated July 8, 2005 between Vicis Capital and the Company, the Victus July Note
was converted into 1,189,589 shares of the Company's Series B Zero Coupon
Preferred Stock and 892,192 five-year Vicis Capital Debt Exchange Warrants with
an exercise price of fifteen cents ($.15). On July 28, 2004, in connection with
the Victus July Note, the Company issued TotalCFO, LLC a warrant to purchase
10,000 shares of the Company's Common Stock at $22.50 per share over a period of
five years. On September 1, 2005, the Company reduced the exercise price of
these warrants to $2.40 per share. The common shares underlying the Series B
Zero Coupon Preferred Stock, the Vicis Capital Debt Exchange Warrants, and the
common stock purchase warrants issued to TotalCFO, LLC were included in the
registration statement on Form SB-2 that was declared effective by the SEC on
March 1, 2006.

      On March 16, 2005, the Company issued to Vicis Capital its Series A
Convertible Debentures in the aggregate of $250,000 ("Series A Debentures"),
Series A Common Stock Purchase Warrants, Series B Common Stock Purchase
Warrants, and Series C Common Stock Purchase Warrants. The issuance of the
Series A Debentures, Series A Common Stock Purchase Warrants, Series B Common
Stock Purchase Warrants, and Series C Common Stock Purchase Warrants was exempt
from the registration requirements of the Securities Act of 1933, as amended,
pursuant to Section 4(2) of the Act for transactions not involving a public
offering and based on the fact that the Series A Debentures, Series A Common
Stock Purchase Warrants, Series B Common Stock Purchase Warrants, and Series C
Common Stock Purchase Warrants were issued to institutional or accredited
investors only. Under the terms of the Series A Common Stock Purchase Warrants,
Vicis Capital may purchase up to 83,335 shares of the Company's Common Stock at
an exercise price of $3.00 per share for a ten-year period. On September 1,
2005, the Company reduced the exercise price of these warrants to $2.40. On
October 19, 2005, the exercise price was further reduced to $0.166 pursuant to
the extension terms of the Series AA Convertible Debenture mentioned below.
Under the terms of the Series B Common Stock Purchase Warrants, Vicis Capital
may purchase up to 83,335 shares of the Company's Common Stock at an exercise
price of $3.75 per share for a five-year period. On September 1, 2005, the
Company reduced the exercise price of these warrants to $2.40. On October 19,
2005, the exercise price was further reduced to $0.166 pursuant to the extension
terms of the Series AA Convertible Debenture mentioned below. Under the terms of
the Series C Common Stock Purchase Warrants, Vicis Capital may purchase up to
41,670 shares of the Company's Common Stock at an exercise price of $3.00 per
share for a one-year period. On September 1, 2005, the Company reduced the
exercise price of these warrants to $2.40. On October 19, 2005, the exercise
price was further reduced to $0.166 pursuant to the extension terms of the
Series AA Convertible Debenture mentioned below. On February 9, 2006, Vicis
Capital exercised the 41,670 Series C Common Stock Warrants through the payment
of $6,917.22 to the Company. The Series A Debentures and Series A, B, and C
Common Stock Purchase Warrants may not be converted and exercised to the extent
that Vicis Capital's overall ownership of the Company's Common Stock exceeds
4.99%, unless such limitation is waived by Vicis Capital upon no less than
sixty-one days (61) advance written notice. Pursuant to the terms of a Debt
Exchange Agreement dated July 8, 2005 between Vicis Capital and the Company, the
Series A Debentures were converted into 262,329 shares of the Company's Series B
Zero Coupon Preferred Stock and 196,747 five-year Vicis Capital Debt Exchange
Warrants with an exercise price of fifteen cents ($.15). The issuance of the
Series B Zero Coupon Preferred Stock and the Vicis Capital Debt Exchange
Warrants was exempt from the registration requirements of the Securities Act of
1933, as amended, pursuant to Section 4(2) of the Act for transactions not
involving a public offering and based on the fact that the Series B Zero Coupon
Preferred Stock and Vicis Capital Debt Exchange Warrants were issued to
institutional or accredited investors only. As a result of fees incurred in
connection with the Series A Debentures mentioned above, the Company issued
Common Stock Purchase Warrants to MidTown Partners & Co., LLC to purchase 1,667
shares of the Company's Common Stock at an exercise price of $3.00 per share for
a term of five (5) years. On September 1, 2005, the Company reduced the exercise
price of these warrants to $2.40. The issuance of the common stock purchase
warrants was exempt from the registration requirements of the Securities Act of
1933, as amended, pursuant to Section 4(2) of the Act for transactions not
involving a public offering and based on the fact that the common stock purchase
warrant was issued to institutional or accredited investors only. The common
shares underlying the Series B Zero Coupon Preferred Stock, the Vicis Capital
Debt Exchange Warrants, and the Series A, B, and C Warrants were included in the
registration statement on Form SB-2 that was declared effective by the SEC on
March 1, 2006.

<PAGE>

      On May 6, 2005, the Company issued to Vicis Capital its Series B
Convertible Debenture for $250,000 ("Series B Convertible Debenture"), Series D
Common Stock Purchase Warrants, Series E Common Stock Purchase Warrants, and
Series F Common Stock Purchase Warrants. The issuance of the Series B
Convertible Debenture, Series D Common Stock Purchase Warrants, Series E Common
Stock Purchase Warrants, and Series F Common Stock Purchase Warrants was exempt
from the registration requirements of the Securities Act of 1933, as amended,
pursuant to Section 4(2) of the Act for transactions not involving a public
offering and based on the fact that the Series B Convertible Debenture, Series D
Common Stock Purchase Warrants, Series E Common Stock Purchase Warrants, and
Series F Common Stock Purchase Warrants were issued to institutional or
accredited investors only. On October 19, 2005, the exercise price was further
reduced to $0.166 pursuant to the extension terms of the Series AA Convertible
Debenture mentioned below. Under the terms of the Series D Common Stock Purchase
Warrants, Vicis Capital may purchase up to 104,167 shares of the Company's
Common Stock at an exercise price of $2.40 per share for a ten (10) year period.
On October 19, 2005, the exercise price of the Series D Common Stock Purchase
Warrants was reduced to $0.166 pursuant to the extension terms of the Series AA
Convertible Debenture mentioned below. Under the terms of the Series E Common
Stock Purchase Warrants, Vicis Capital may purchase up to 104,167 shares of the
Company's Common Stock at an exercise price of $2.40 per share for a five (5)
year period. On October 19, 2005, the exercise price of the Series E Common
Stock Purchase Warrants was reduced to $0.166 pursuant to the extension terms of
the Series AA Convertible Debenture mentioned below. Under the terms of the
Series F Common Stock Purchase Warrants, Vicis Capital may purchase up to
104,167 shares of the Company's Common Stock at an exercise price of $2.40 per
share for a one-year period. On October 19, 2005, the exercise price of the
Series F Common Stock Purchase Warrants was reduced to $0.166 pursuant to the
extension terms of the Series AA Convertible Debenture mentioned below. On
February 9, 2006, Vicis Capital exercised the 104,167 Series F Common Stock
Warrants through the payment of $17,192.72 to the Company. The Series D, E, and
F Common Stock Purchase Warrants may not be converted and exercised to the
extent that Vicis Capital's overall ownership of the Company's Common Stock. As
a result of fees incurred in connection with the Series B Debentures mentioned
above, the Company issued Series D Common Stock Purchase Warrants to MidTown
Partners & Co., LLC to purchase 20,000 shares of the Company's Common Stock at
an exercise price of $2.40 per share for a term of five years. The issuance of
the Series D Common Stock Purchase Warrants was exempt from the registration
requirements of the Securities Act of 1933, as amended, pursuant to Section 4(2)
of the Act for transactions not involving a public offering and because the
Series D Common Stock Purchase Warrant was issued to institutional or accredited
investors only. The common shares underlying the Series B Convertible Debenture
and the Series D, E, and F Warrants were included in the registration statement
on Form SB-2 that was declared effective by the SEC on March 1, 2006. The
Company has not made the semi-annual interest payments on the Series B
Convertible Debenture and owes an aggregate of $56,250 in past due interest
payments.

<PAGE>

      On November 16, 2005, pursuant to the Merger Agreement between the Company
and AFMN, Inc., the Company issued a Promissory Note to Carmen Bernstein (the
"Bernstein Promissory Note") pursuant to the exemption from registration found
in Section 4(2) of the Securities Act of 1933. The Bernstein Promissory Note was
issued in exchange for a similar promissory note held by Bernstein in AFMN, Inc.
(the "Original Bernstein Note"). The Original Bernstein Note was issued by AFMN,
Inc. to Bernstein on December 15, 2004. Pursuant to the terms of the Original
Bernstein Note, Bernstein loaned AFMN, Inc. an aggregate of $200,000 at an
annual interest rate of ten percent (10%). The Original Bernstein Note had a
term of 365 days. On the maturity date of the Original Bernstein Note, Bernstein
had the option to convert the principal amount of the Original Bernstein Note
into 200,000 units of AFMN, Inc.'s securities pursuant to the terms of a Debt
Conversion Agreement. Each unit consists of one share of the AFMN, Inc.'s common
stock (for an aggregate of 200,000 shares) and one warrant to purchase an
additional share of AFMN, Inc.'s common stock (for an aggregate of 200,000
warrants) with an exercise price of $2.00 per share. Pursuant to the Merger
Agreement between the Company and AFMN, Inc., the Company assumed the obligation
to repay the Original Bernstein Note and as evidence of the same, issued the
Bernstein Promissory Note on November 16, 2005, with terms substantially similar
to those terms set forth in the Original Bernstein Note described above. The
common shares underlying the Bernstein Promissory Note and common stock purchase
warrants were included in the registration statement on Form SB-2 that was
declared effective by the SEC on March 1, 2006. The Bernstein Promissory Note
was due on December 14, 2005. As of the date of this filing, the amounts due
thereunder have not been repaid, although it has been extended indefinitely by
mutual verbal agreement to April 15, 2007.

      On November 16, 2005, pursuant to the Merger Agreement between the Company
and AFMN, Inc., the Company issued a Promissory Note to Laurence Wallace (the
"Wallace Promissory Note") pursuant to the exemption from registration found in
Section 4(2) of the Securities Act of 1933. The Wallace Promissory Note was
issued in exchange for the cancellation of a similar promissory note held by
Wallace in AFMN, Inc. (the "Original Wallace Note"). The Original Wallace Note
was issued on April 18, 2005. Pursuant to the terms of the Original Wallace
Note, Wallace loaned AFMN, Inc. an aggregate of $100,000 at an annual interest
rate of eight percent (8%). The Original Wallace Note has a term of 365 days. On
the maturity date of the Original Wallace Note, Wallace had the option to
convert the principal amount of the Original Wallace Note into 100,000 units of
AFMN, Inc.'s securities pursuant to the terms of a Debt Conversion Agreement.
Each unit consists of two shares of AFMN, Inc.'s common stock (for an aggregate
of 200,000 shares) and one warrant to purchase an additional share of AFMN,
Inc.'s common stock (for an aggregate of 100,000 warrants) with an exercise
price of $1.00 per share. Pursuant to the Merger Agreement between the Company
and AFMN, Inc., the Company assumed the obligation to repay the Original Wallace
Note and as evidence of the same, issued the Wallace Promissory Note on November
16, 2005, with terms substantially similar to those terms set forth in the
Original Wallace Note described above. The common shares underlying the Wallace
Promissory Note and common stock purchase warrants were included in the
registration statement on Form SB-2 that was declared effective by the SEC on
March 1, 2006. The Wallace Promissory Note was due on April 17, 2006. On October
12, 2006, the Company and Mr. Wallace entered into a letter of extension whereby
the maturity date on the Wallace Promissory Note was extended to April 15, 2007
(the "Extension") with the issuance of three-year Common Stock Purchase Warrants
to purchase 100,000 shares of the Company's Common Stock with a fixed exercise
price of $0.17 per share. Terms of the Extension included the issuance of the
Warrants, a payment of $5,000 on each of October 1, October 15, November 15, and
December 15, 2006, and January 15, February 15, and March 15, 2007, and a final
payment on April 15, 2007 of $65,000 plus any accrued and unpaid interest. As of
the date of this filing, the first three payments required to be made pursuant
to the Extension have not been made. The issuance of the Common Stock Purchase
Warrants was exempt from the registration requirements of the Securities Act of
1933, as amended, pursuant to Section 4(2).

      On November 16, 2005, pursuant to the Merger Agreement between the Company
and AFMN, Inc., the Company issued Series AA Convertible Debenture, Series AA
Common Stock Purchase Warrants, and Series BB Common Stock Purchase Warrants to
Vicis Capital. The issuance of the Series AA Convertible Debenture, Series AA
Common Stock Purchase Warrants, and Series BB Common Stock Purchase Warrants was
exempt from the registration requirements of the Securities Act of 1933, as
amended, pursuant to Section 4(2) of the Act for transactions not involving a
public offering and based on the fact that the Series AA Convertible Debenture,
Series AA Common Stock Purchase Warrants, and Series BB Common Stock Purchase
Warrants were issued to institutional or accredited investors only. The
foregoing securities were issued in exchange for the cancellation of a similar
securities held by Vicis Capital in AFMN, Inc. Pursuant to the terms of the
Series AA Convertible Debenture, Vicis Capital loaned AFMN, Inc. an aggregate of
$412,000 at an annual rate of interest of sixteen percent (16%). The Series AA
Convertible Debenture has a term of 90 days with a provision that the due date
may be extended an additional 90 days. If the Series AA Convertible Debenture is
extended for an additional ninety (90) days, AFMN, Inc. was required to reset
the conversion price and exercise price on all convertible debentures and
warrants of the holder to the lesser of (A) the average closing bid price of
AFMN, Inc.'s common stock on the five trading days immediately preceding the
date of the extension, or (B) the original conversion price and exercise price.
The Series AA Convertible Debenture was extended an additional ninety (90) days
with a new maturity date of January 16, 2006 and the conversion price was reset
to $0.166 per share. Under the terms of the Series AA Common Stock Purchase
Warrants, Vicis Capital may purchase up to 1,030,000 shares of AFMN, Inc.'s
Common Stock at an exercise price of $2.40 per share for a five (5) year period.
Pursuant to the extension of the Series AA Convertible Debenture, the exercise
price on the Series AA Common Stock Purchase Warrants was reset to $0.166 per
share. Under the terms of the Series BB Common Stock Purchase Warrants, Vicis
Capital may purchase up to 2,060,000 shares of AFMN, Inc.'s Common Stock at an
exercise price of $2.40 per share for a five (5) year period. Pursuant to the
extension of the Series AA Convertible Debenture, the exercise price on the
Series BB Common Stock Purchase Warrants was reset to $0.166 per share. The
Series AA Convertible Debenture and Series AA and BB Common Stock Purchase
Warrants may not be converted and exercised to the extent that Vicis Capital's
overall ownership of AFMN, Inc.'s Common Stock, giving effect to that conversion
and together with the right to receive any Common Stock within sixty days of the
conversion date, will exceed 4.99% of the Company's outstanding stock at that
time. Pursuant to the Merger Agreement between the Company and AFMN, Inc., the
Company assumed the obligation to repay the Series AA Convertible Debenture and
as evidence of the same, issued Series AA Convertible Debenture, Series AA
Common Stock Purchase Warrants, and Series BB Common Stock Purchase Warrants to
Vicis Capital, with terms substantially similar to those originally issued to
Vicis Capital by AFMN, Inc. described above. As a result of fees incurred in
connection with the Series AA Debentures mentioned above, AFMN, Inc. issued
Series BB Common Stock Purchase Warrants to MidTown Partners & Co., LLC to
purchase 20,000 shares of the Company's Common Stock at an exercise price of
$0.30 per share for a term of five years. Pursuant to the Merger Agreement
between the Company and AFMN, Inc., the Company issued Series BB Common Stock
Purchase Warrants to MidTown Partners & Co, LLC in exchange for the cancellation
of the AFMN, Inc. Series BB Common Stock Purchase Warrants. The issuance of the
Series BB Common Stock Purchase Warrants was exempt from the registration
requirements of the Securities Act of 1933, as amended, pursuant to Section 4(2)
of the Act for transactions not involving a public offering and based on the
fact that the Series BB Common Stock Purchase Warrant was issued to
institutional or accredited investors only. The common shares underlying the
Series AA Convertible Debenture and the Series AA, BB, and CC Warrants were
included in the registration statement on Form SB-2 that was declared effective
by the SEC on March 1, 2006. On August 11, 2006, Vicis surrendered the Vicis
June 1 Secured Note as partial consideration for the Company's issuance of a
Secured Convertible Promissory Note in the principal amount of $1,302,000.
Interest on the Series AA Convertible Debenture from inception through August
11, 2006 totals $70,074 and is still owing to Vicis.

<PAGE>

      On November 30, 2005, the Company issued to William H. Quiros a 12-month
Convertible Promissory Note ("November Quiros Note") for $1,000,000 with
interest accruing at the rate of twenty percent (20%) per annum, compounded
semi-annually. Interest was to be paid at the end of each calendar quarter in
either shares of Series C Zero Coupon Preferred Stock of the Company valued at
$1.00 per share, or cash, at the option of Quiros. The Series C Zero Coupon
Preferred Stock would convert into shares of the Company's Common Stock on the
maturity date of the November Quiros Note at a ten percent (10%) discount to the
then-current market price based on the average closing price for the twenty (20)
days immediately preceding the conversion. On December 31, 2005 the Company
issued 8,627 shares of its Series C Zero Coupon Preferred Stock as payment for
$8,627 interest accrued through December 31, 2005. The 8,627 shares are
convertible into 9,586 shares of the Company's Common Stock. At maturity, Quiros
had the option to convert the November Quiros Note into Common Stock of the
Company at a fixed conversion price of $.40 per share. The Company also issued
Quiros five-year Common Stock Purchase Warrants ("Quiros Warrants") to purchase
an aggregate of 2,500,000 shares of common stock at a Fixed Exercise price of
$0.75 per share. On July 28, 2006, the Company and Quiros agreed to amend the
terms of the November Quiros Note as follows: (i) the Maturity Date was extended
to November 30, 2008; (ii) the note would not be convertible until the Maturity
Date; (iii) the Company would have the option to repay the note at any time
prior to the Maturity Date; (iv) the conversion price on the note was changed to
an amount equal to a twenty percent (20%) discount to the then-current market
price based on the average closing price for the twenty (20) days immediately
preceding the conversion, but in no event less than $0.166 per share; (v)
quarterly interest payments on the note would be applied toward the balance
remaining unpaid under the March Quiros Note (as described below) until such
time as the entire $450,000 under the March Quiros Note has been received by the
Company, at which time all future interest will accrue, but will not become due
and payable until the maturity date; and (vi) certain price ratchets were
deleted. The November Quiros Warrants were also amended to delete certain price
ratchets. The November Quiros Note and the accompanying Common Stock Purchase
Warrants are not convertible or exercisable such that Quiros' overall Common
Stock ownership position in the Company exceeds 4.99%; provided, however, that
upon Quiros providing the Company with sixty-one (61) days notice (the "Waiver
Notice") that he would like to waive this restriction with regard to any or all
shares of Common Stock issuable upon exercise of the conversion feature of the
November Quiros Note, this restriction will be of no force or effect with regard
to all or a portion of the November Quiros Note referenced in the Waiver Notice,
and provided further that this provision shall be of no further force or effect
during the sixty-one (61) days immediately preceding the expiration of the term
of the November Quiros Note. Pursuant to the above provisions, the amount of
interest due under the November Quiros Note and credited to the March Quiros
Note to date was $173,041.

<PAGE>

      On January 27, 2006, the Company and CapitalSmart, LLC, a California
limited liability company, ("CSmart") entered into a Note Purchase Agreement
pursuant to which CSmart agreed to loan the Company an aggregate of $1,000,000
through installments of $250,000 on February 15, 2006 and $750,000 on March 31,
2006. The Note Purchase Agreement provided that the Company issue Csmart a
convertible promissory note in the original aggregate face amount of $1,000,000
(the "CapitalSmart Note") and five-year Common Stock Purchase Warrants to
purchase 2,500,000 shares of the Company's Common Stock (the "CSmart Warrants")
at a Fixed Exercise Price of $0.75 per share. The Company issued the CSmart Note
on February 15, 2006 and issued CSmart 625,000 Warrants. The CSmart Note was to
mature twelve months from the date of issuance (the "Maturity Date") and accrued
interest at a rate of 20% (compounded semi-annually). Interest was payable at
the end of each quarter in either (i) shares of the Company's Series C Zero
Coupon Preferred Stock valued a $1.00 per share, or (ii) cash, at the option of
CSmart. The first interest payment due on March 31, 2006 of $6,438 was paid on
April 1, 2006 in cash. On the Maturity Date, CSmart had the option to convert
the CSmart Note into shares of the Company's Common Stock at a fixed conversion
price of $0.40 per share. As of July 28, 2006, CSmart had loaned the Company
$624,580.50 and CSmart and the Company agreed to cancel the Csmart Note and the
outstanding 625,000 CSmart Warrants, and to issue in lieu thereof, separate
replacement convertible promissory notes and warrants to the principals of
CSmart or to entities controlled by the principals of CSmart. In accordance
therewith, four convertible promissory notes in an aggregate amount equal to $1
million were issued to: Softrev Partners, Inc. for $250,000, Gilbert B. Ross for
$200,000, William H. Quiros for $450,000, and Steven Port for $100,000. The
notes, described in detail herein, were issued on July 28, 2006 with an
effective date as to when each principal contributed funds to the Company to be
applied toward the CSmart Note balance.

      On February 15, 2006, the Company issued a Convertible Promissory Note to
Steven J. Port for $100,000 (the "February Port Note") and five-year Common
Stock Purchase Warrants to purchase 250,000 shares of the Company's Common Stock
at a Fixed Exercise Price of $0.75 per share (the "February Port Warrants"). The
February Port Note was issued as a partial replacement for the CSmart Note for
$1,000,000 described above. The February Port Note will mature twelve months
from the date of issuance (the "Maturity Date") and accrues interest at the rate
of 20% compounded semi-annually. At the option of Port, interest will be paid at
the end of each quarter in either (i) shares of the Company's Series C Zero
Coupon Preferred Stock valued a $1.00 per share, or (ii) cash. With the consent
of both the Company and Port, the February Port Note may be extended for an
additional 12 months with the terms of the interest payments remaining the same.
The Port Note is not convertible until the Maturity Date. On the Maturity Date,
Port has the option to convert the February Port Note into shares of the
Company's Common Stock at a price equal to forty cents ($0.40), or an amount
equal to a twenty percent (20%) discount to the then-current market price based
on the average closing price for the twenty (20) days immediately preceding the
conversion, with the exception that the Conversion Price shall not be lower than
$0.166. On September 30, 2006, the Company issued 11,644 shares of its Series C
Zero Coupon Preferred Stock in lieu of $11,644 representing interest accrued
through September 30, 2006. On December 31, 2006, the Company issued 5,042
shares of its Series C Zero Coupon Preferred Stock in lieu of $5,024
representing interest accrued through December 31, 2006. As of March 31, 2007,
total interest due was $4,932 which will be paid through the issuance of 4,932
shares of our Series C Zero Coupon Preferred Stock.

<PAGE>

      On February 16, 2006, the Company issued a Convertible Promissory Note to
Gilbert B. Ross for $200,000 (the "Ross Note") and five-year Common Stock
Purchase Warrants to purchase 500,000 shares of the Company's Common Stock at a
Fixed Exercise Price of $0.75 per share (the "Ross Warrants"). The Ross Note was
issued as a partial replacement for the CSmart Note for $1,000,000 described
above. The Ross Note will mature three years from the date of issuance (the
"Maturity Date") and accrues interest at the rate of twenty percent (20%) per
annum. Interest accrues but is not due and payable until the Maturity Date. With
the consent of both the Company and Ross, the Ross Note may be extended for an
additional 12-month term, with the terms of the interest payments remaining the
same. The Ross Note is not convertible until the Maturity Date. On the Maturity
Date, Ross has the option to convert the Ross Note into shares of the Company's
Common Stock at a price equal to a twenty percent (20%) discount to the
then-current market price based on the average closing price for the twenty (20)
days immediately preceding the conversion, but in no event shall the Conversion
Price be less than $0.166 per share.

      On March 31, 2006, the Company issued a Convertible Promissory Note to
William H. Quiros for $450,000 (the "March Quiros Note") and agreed to issue
five-year Common Stock Purchase Warrants to purchase 1,125,000 shares of the
Company's Common Stock at a Fixed Exercise Price of $0.75 per share (the "March
Quiros Warrants"). The March Quiros Note was issued as a partial replacement for
the CSmart Note for $1,000,000 described above. Per the terms of the November
Quiros Note, as amended, quarterly interest payments on the November Quiros Note
would be applied toward the balance remaining unpaid under the March Quiros Note
until such time as the entire $450,000 under the March Quiros Note has been
received by the Company. Additionally, quarterly interest payments on the March
Quiros Note would be applied toward the balance remaining unpaid under the March
Quiros Note until such time as the entire $450,000 under the March Quiros Note
has been received by the Company, at which time all future interest will accrue,
but will not become due and payable until the maturity date. The March Quiros
Note will mature three years from the date of issuance (the "Maturity Date") and
accrues interest at a rate of twenty percent (20%) per annum. Interest accrues
but is not due and payable until the Maturity Date. With the consent of both the
Company and Quiros, the March Quiros Note may be extended for an additional
12-month term, with the terms of the interest payments remaining the same. The
March Quiros Note is not convertible until the Maturity Date. On the Maturity
Date, Quiros has the option to convert the March Quiros Note into shares of the
Company's Common Stock at a price equal to a twenty percent (20%) discount to
the then-current market price based on the average closing price for the twenty
(20) days immediately preceding the conversion, but in no event shall the
Conversion Price be less than $0.166 per share. As of December 31, 2006, Mr.
Quiros had loaned the Company $185,653 under the March Quiros Note, including
$173,041 from the November Quiros Note and $12,612 from the March Quiros Note.
As of March 31, 2006, Mr. Quiros had loaned the Company $244,123 under the March
Quiros Note, including $49,314 from the November Quiros Note and $9,156 from the
March Quiros Note. Accordingly, the Company is required to issue Mr. Quiros
277,680 Common Stock Purchase Warrants through December 31, 2006 and 146,177
Common Stock Purchase Warrants through March 31, 2007.

<PAGE>

      On March 31, 2006, the Company issued a Convertible Promissory Note to
Elaine G. Edinburg for $10,000 (the "Edinburg Note") and five-year Common Stock
Purchase Warrants to purchase 25,000 shares of the Company's Common Stock at a
Fixed Exercise Price of $0.75 per share (the "Edinburg Warrants"). The Edinburg
Note matures twelve months from the date of issuance (the "Maturity Date") and
accrues interest at a rate of twenty percent (20%) compounded semi-annually. At
the option of Edinburg, interest will be paid at the end of each quarter in
either (i) shares of the Company's Series C Zero Coupon Preferred Stock valued a
$1.00 per share, or (ii) cash. On the Maturity Date, Edinburg had the option to
convert the Edinburg Note into shares of the Company's Common Stock at a Fixed
Conversion Price of $0.40 per share. With the consent of both the Company and
Edinburg, the Edinburg Note may be extended for an additional twelve (12) months
with the terms of the interest payments remaining the same. On June 20, 2006,
Edinburg and the Company agreed to amend the Edinburg Note and Edinburg Warrants
as follows: (i) the conversion price was changed to the Investor's option of an
amount equal to forty cents ($0.40) or an amount equal to a twenty percent (20%)
discount to the then-current market price based on the average closing price for
the twenty (20) days immediately preceding the conversion, with the exception
that the Conversion Price shall not be lower than $0.166; and (ii) price
ratchets were deleted. On September 30, 2006, the Company issued 998 shares of
its Series C Zero Coupon Preferred Stock as payment for $998 interest accrued
through September 30, 2006. On December 31, 2006, the Company issued 505 shares
of its Series C Zero Coupon Preferred Stock as payment for $505 interest accrued
through December 31, 2006. As of March 31, 2007, total interest due was $493
which will be paid through the issuance of 493 shares of our Series C Zero
Coupon Preferred Stock.

      On April 1, 2006, the Company issued a Convertible Promissory Note to
Steven J. Port for $125,000 made in installments (the "April Port Note") and
five-year Common Stock Purchase Warrants to purchase 312,500 shares of the
Company's Common Stock at a Fixed Exercise Price of $0.75 per share (the "April
Port Warrants"). The original maturity date of the April Port Note was April 30,
2006 and interest accrues at the rate of twenty percent (20%) per annum.
Interest accrues, but is not due and payable until the Maturity Date. The April
Port Note automatically extends to the end of each succeeding month until such
time as Port provides a 15-day written notice to the Company that the April Port
Note may no longer be automatically extended. The terms of interest will remain
the same throughout the automatic extension periods. On the Maturity Date, Port
has the option to convert the April Port Note into shares of the Company's
Common Stock at a price equal to an amount equal to forty cents ($0.40), or an
amount equal to a twenty percent (20%) discount to the then-current market price
based on the average closing price for the twenty (20) days immediately
preceding the conversion, with the exception that the Conversion Price shall not
be lower than $0.166.

      On April 16, 2006, the Company issued a Convertible Promissory Note to
Softrev Partners, Inc. for $250,000 (the "Softrev Note") and five-year Common
Stock Purchase Warrants to purchase 625,000 shares of the Company's Common Stock
at a Fixed Exercise Price of $0.75 per share (the "Softrev Warrants"). The
Softrev Note was issued as a partial replacement for the CSmart Note for
$1,000,000 described above. The Softrev Note matures three years from the date
of issuance (the "Maturity Date") and accrues interest at a rate of twenty
percent (20%) per annum. Interest accrues but is not due and payable until the
Maturity Date. With the consent of both the Company and Softrev, the Softrev
Note may be extended for an additional 12-month term, with the terms of the
interest payments remaining the same. The Softrev Note shall not be convertible
until the Maturity Date. On the Maturity Date, Softrev has the option to convert
the Softrev Note into shares of the Company's Common Stock at a price equal to a
twenty percent (20%) discount to the then-current market price based on the
average closing price for the twenty (20) days immediately preceding the
conversion, but in no event shall the Conversion Price be less than $0.166 per
share.

      On June 1, 2006, the Company issued a Secured Promissory Note to Vicis for
$50,000 ("Vicis June 1 Secured Note"). The Vicis June 1 Secured Note was to
mature on December 31, 2006 and accrued interest at a rate of eighteen percent
(18%) per annum. The Vicis June 1 Secured Note was secured by all accounts
receivable due from Butler Animal Health Supply after June 1, 2006, or any other
money due the Company from any and all other sources. The Vicis June 1 Secured
Note could be prepaid in whole or in part at any time, with a prepayment penalty
of $5,492.25. On August 11, 2006, Vicis surrendered the Vicis June 1 Secured
Note as partial consideration for the Company's issuance of a Secured
Convertible Promissory Note in the principal amount of $1,302,000. The Company
has not made the interest payments on the Vicis June 1 Secured Note and owes an
aggregate of $1,775 in past due interest payments.

<PAGE>

      On June 30, 2006, the Company issued a Secured Promissory Note to Vicis
for $50,000 ("Vicis June 30 Secured Note"). The Vicis June 30 Secured Note was
to mature on January 31, 2007 and accrued interest at a rate of eighteen percent
(18%) per annum. The Vicis June 30 Secured Note was secured by all accounts
receivable due from Butler Animal Health Supply after June 30, 2006, or any
other money due the Company from any and all other sources. The Vicis June 30
Secured Note could be prepaid in whole or in part at any time, with a prepayment
penalty of $5,492.25. On August 11, 2006, Vicis surrendered the Vicis June 30
Secured Note as partial consideration for the Company's issuance of a Secured
Convertible Promissory Note in the principal amount of $1,302,000. The Company
has not made the interest payments on the Vicis June 30 Secured Note and owes an
aggregate of $1,060 in past due interest payments.

      On August 11, 2006, the Company issued a 10% Secured Convertible
Promissory Note in the principal amount of $1,302,000 (the "Note") to Vicis
pursuant to the terms of a Note Purchase Agreement. As consideration for the
Note, Vicis (a) delivered $790,000 in cash (the "Cash Payment"); (b) surrendered
two secured promissory notes issued by the Company to Vicis on June 1, 2006, and
June 30, 2006, respectively, each in the principal amount of $50,000
(collectively, the "June Notes"); and (c) surrendered a Series AA Convertible
Debenture No. 05-0719 issued by the Company to Vicis on July 19, 2005, in the
principal amount of $412,000 (the "Debenture"). At any time while the Note
remains outstanding, Vicis may convert the outstanding principal balance and any
accrued but unpaid interest on the Note into shares of the Company's Common
Stock, par value $.0005 per share, at a conversion price of $.166 per share (the
"Conversion Shares"). The principal balance of the Note is due in one lump sum
payment on August 10, 2007 (the "Maturity Date"), unless earlier converted.
Interest on such principal (or any balance thereof outstanding from time to
time) accrues at an annual rate of interest of ten percent (10%) and is payable
on the Maturity Date. As security for the Company's obligations under the
Purchase Agreement and the Note, the Company pledged all of the capital stock of
the Company's subsidiaries, PetCARE TV, African American Medical Network, and
KidCARE TV (collectively the "Subsidiaries"), pursuant to the terms of a Stock
Pledge and Escrow Agreement, dated August 11, 2006. Repayment of the Note is
guaranteed by the Subsidiaries and is also secured by a blanket lien encumbering
the assets of the Company and the Subsidiaries. As an inducement for Vicis to
purchase the Note, Philip M. Cohen, President and Chief Executive Officer of the
Company, agreed to amend his employment agreement to include a three (3) year
non-compete clause.

      On February 1, 2007, the Company issued a Note Purchase Agreement and 10%
Secured Convertible Promissory Note in the principal amount of $250,000 (the
"Note") to Vicis pursuant to the exemption from registration found in Section
4(2) of the Securities Act of 1933. At any time while the Note remains
outstanding, Vicis may convert the outstanding principal balance and any accrued
but unpaid interest on the Note into shares of the Company's Common Stock, par
value $.0005 per share, at a conversion price of $.166 per share (the
"Conversion Shares"). The principal balance of the Note is due in one lump sum
payment on August 10, 2007 (the "Maturity Date"), unless earlier converted.
Interest on such principal (or any balance thereof outstanding from time to
time) accrues at an annual rate of interest of ten percent (10%) and is payable
on the Maturity Date. As security for the Company's obligations under the Note
Purchase Agreement and the Note, the Company pledged all of the capital stock of
the Company's subsidiaries, PetCARE TV, African American Medical Network, and
KidCARE TV (collectively the "Subsidiaries"), pursuant to the terms of a Stock
Pledge and Escrow Agreement, dated August 11, 2006. Repayment of the Note is
guaranteed by the Subsidiaries and is also secured by a blanket lien encumbering
the assets of the Company and the Subsidiaries.

      On March 23, 2007, Medical Media Television, Inc. (the "Company") issued
25,000,000 shares of its common stock, par value $.0005 per share (the "Common
Stock), to Vicis Capital Master Fund ("Vicis") pursuant to the terms of that
certain Stock Purchase Agreement (the "Purchase Agreement") of even date
therewith. Pursuant to the Purchase Agreement, the Company sold the Common Stock
to Vicis at $.01 per share, for a total purchase price of $250,000. The purchase
price for the Common Stock was paid in cash. Pursuant to the Purchase Agreement,
Vicis agreed to waive all anti-dilution privileges, preemptive rights, and price
adjustment rights on all convertible securities held by Vicis, except for
certain common stock purchase warrants held by Vicis.

<PAGE>

      From inception through December 31, 2006, we incurred interest expense of
$1,399,254. This amount includes accrued interest totaling $265,252. It also
includes $250,000 payment of interest related to the Victus February Note (in
May 2004, we issued 11,905 shares of our Common Stock at $21.00 per share and
23,810 Common Stock Purchase Warrants in lieu of $250,000 in interest due),
$307,044 payment of interest related to the Edge Notes (which was paid through
the issuance of 307,044 shares of Series A Zero Coupon Preferred Stock),
$312,329 payment of interest related to the Vicis Debentures and Maltzer Note
(which was paid through the issuance of 312,239 shares of Series B Zero Coupon
Preferred Stock), and $26,816 paid through the issuance of 26,816 shares of
Series C Zero Coupon Preferred Stock, and $237,813 in interest paid.

Off-Balance Sheet Arrangements

      We have no off-balance sheet arrangements.

ITEM 7. FINANCIAL STATEMENTS.

      Financial statements are included and may be found at pages F-1 through
F-16.

<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

      None.

ITEM 8A. CONTROLS AND PROCEDURES.

      As of the end of the period covered by this report, an evaluation was
performed under the supervision and with the participation of our management,
including our chief executive officer and our chief financial officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures as defined in Rule 13a-15(e) under the Securities and Exchange Act of
1934. Based on that evaluation, our management, including the chief executive
officer and the chief financial officer, concluded that as of the date of the
evaluation our disclosure controls and procedures were effective to provide
reasonable assurance that information required to be disclosed in the Company's
periodic filings under the Securities Exchange Act of 1934 is accumulated and
communicated to our management, including those officers, to allow timely
decisions regarding required disclosure. There have been no significant changes
in our internal control over financial reporting that have materially affected,
or are reasonably likely to materially affect, our internal control over
financial reporting during the period covered by this report.

ITEM 8B. OTHER INFORMATION

None.

<PAGE>

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

      The following table identifies our current executive officers and
directors, their respective offices and positions, and their respective dates of
election or appointment:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
Name And                                                                                         Initial Election or
City Of Residence              Age                             Office                              Appointment Date
-----------------------------------------------------------------------------------------------------------------------
<S>                            <C>   <C>                                                         <C>
Philip M. Cohen                 58   President, Chairman of the Board, Chief Executive Officer        March 2000
Lutz, Florida
-----------------------------------------------------------------------------------------------------------------------
Donald R. Mastropietro          58   Sr. Vice President Finance, Chief Financial Officer,             August 2002
Sarasota, Florida                    Treasurer, Assistant Secretary, Director
-----------------------------------------------------------------------------------------------------------------------
Charles V. Richardson           62   Sr. Vice President Marketing, Chief Marketing Officer,         December 2005
Los Angeles, California              Director
-----------------------------------------------------------------------------------------------------------------------
Teresa J. Bray                  50   Vice President Administration/Compliance, Secretary             December 2002
Lakeland, Florida
-----------------------------------------------------------------------------------------------------------------------
Jeffrey I. Werber               49   Director                                                         June 2002
Los Angeles, California
-----------------------------------------------------------------------------------------------------------------------
J. Holt Smith                   63   Director                                                          June 2003
Los Angeles, California
-----------------------------------------------------------------------------------------------------------------------
Michael Marcovsky               62   Director                                                         April 2004
Los Angeles, California
-----------------------------------------------------------------------------------------------------------------------
Bernard J. Kouma                67   President of subsidiary, PetCARE TV                              June 2002
Lincoln, Nebraska
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

      There are no family relationships between any two or more of our directors
or executive officers. There is no arrangement or understanding between any of
our directors or executive officers and any other person pursuant to which any
director or officer was or is to be selected as a director or officer, and there
is no arrangement, plan or understanding as to whether non-management
shareholders will exercise their voting rights to continue to elect the current
board of directors. There are also no arrangements, agreements or understandings
to our knowledge between non-management shareholders that may directly or
indirectly participate in or influence the management of our affairs.

Business Experience

Philip M. Cohen - Chairman of the Board, President, Chief Executive Officer

      As founder and President of Medical Media, Mr. Cohen has served as its
Chairman of the Board, President and Chief Executive Officer since March 2000.
Previously, from January 1996 to March 2000, Mr. Cohen served as President of
Nightwing Entertainment, Inc. Since 1986, Mr. Cohen has been producing
educational programming for veterinary client education programs and parent
education programs. In 1984, following his career as the Director of Special
Markets with Twentieth Century Fox, Mr. Cohen pursued his concept of producing
educational programming direct to video to exploit a previously ignored market.
From 1984 to 1986, he proved the concept while working with Warner Brothers,
Twentieth Century Fox, ScreenPlay, and Sierra, among others. In 1986, Mr. Cohen
formed Philip Cohen & Associates, which produced over a dozen parent education
programs, sponsored by major advertisers including Pampers, Tylenol, MasterCard
and Disney. In the pet and welfare arena, he has directed and produced 47 hours
of television programming, over 100 veterinary client education programs, and 22
on-line streaming video segments, all sponsored by advertisers including
Novartis Animal Health, Bayer and Alpo Petfoods. Mr. Cohen is the
founder/co-founder of VMS Client Ed Videos, HealthCare Television Network, The
Good Health Channel, and PetCARE TV. Mr. Cohen earned his BA and MBA from
LaSalle University. Mr. Cohen has a five year employment agreement with Medical
Media dated June 2002 which is automatically renewable on a quarterly basis.

<PAGE>

Donald R. Mastropietro - Sr. Vice President Finance, Chief Financial Officer,
Treasurer, Assistant Secretary, and Director

      Mr. Mastropietro served as Controller of Medical Media from August 2002
until he was named Vice President Finance, Chief Financial Officer, Treasurer
and Assistant Secretary in November 2003. Mr. Mastropietro was elected as a
director of Medical Media in December 2005. From May 1999 to August 2002, Mr.
Mastropietro held accounting positions with Intelliworxx, Inc., a publicly
traded company specializing in the design, manufacture, and sale of hand-held
computers. Mr. Mastropietro also served as Intelliworxx, Inc.'s Corporate
Secretary from March 2000 to August 2002. From 1996 until he joined
Intelliworxx, Mr. Mastropietro worked as a financial consultant for several
public and private companies. From 1993 to 1996, he served as Chief Financial
Officer of EVRO Corporation, a publicly traded holding company. From 1972 to
1993, Mr. Mastropietro held several accounting positions at Teltronics, Inc, a
publicly traded company specializing in the design, manufacture, and sale of
telecommunication equipment, serving the last five years as Vice President of
Finance, Chief Financial Officer, Secretary, and Treasurer.

Charles V. Richardson - Sr. Vice President Marketing, Chief Marketing Officer,
Director

      Mr. Richardson was elected as Sr. Vice President Marketing, Chief
Marketing Officer, and Director on December 2, 2005. From April 2004, he served
as Chairman of the Board, President, Chief Executive Officer, and Treasurer of
African American Medical Network, Inc., which network was acquired by the
Company in November 2005. From March 2001 to April 2004, Mr. Richardson served
as Director of Healthcare Marketing with Footsteps, LLC, a marketing and
advertising agency specializing in culturally relevant, customized
communications targeting the multicultural marketplace. Footsteps, LLC is the
multicultural communications company affiliated with Omnicom, one of the world's
largest advertising agency holding companies. From March 1996 to February 2001,
he was President of TRIAD/TRG, Inc., a marketing and advertising communications
company specializing in the African American market providing market research,
public relations, sales promotion, and strategic planning to Fortune 1000
companies, the healthcare industry, and government agencies. He is a marketing
and communications expert who has specialized in the urban consumer market for
more than 25 years. His special expertise in the African American consumer
market has led to many accomplishments, including: (i) creating award winning,
image enhancing, communications and community outreach campaigns that
successfully generated bottom-line results; (ii) implementing successful
communications programs for healthcare clients to educate and inform target
audiences about best practices, preventative care, and treatments for asthma,
AIDS, stress and high blood pressure, and diabetes; and (iii) corporate
involvements with assignments in managerial market research positions at Squibb,
Beechnut, and Lever Brothers. In 1972, Mr. Richardson founded the first
marketing research company in the United States to focus exclusively on the
Black and Hispanic consumer markets. Mr. Richardson has been a regular lecturer
on relationship marketing and has taught seminars on marketing and promoting
healthcare awareness and preventative care to urban consumers for the New York
Department of Social Services.

Teresa J. Bray - Vice President Administration/Compliance, Corporate Secretary

      Ms. Bray has served as Vice President Administration/Compliance for
Medical Media since December 1, 2002 and in November 2003 was named as Corporate
Secretary. From 1999 to December 2002, Ms. Bray served as Vice President of
Administration of Apogee Business Consultants, LLC, a Nevada limited liability
company specializing in business organization, reverse mergers, and public
company compliance. Ms. Bray also served as Vice-President, Secretary, and
Director of Peerless Consultants, Inc., a privately held Florida corporation
specializing in financial consulting for private and public companies. For the
past 24 years, Ms. Bray has worked as an employee, director, and/or consultant
to many public and private companies, assisting them with corporate management
structure, human resources, management of corporate books and records; the
preparation and filing of documents required for compliance by the Securities
and Exchange Commission and the National Association of Securities Dealers,
Inc., the preparation and filing of documentation for blue sky compliance,
individual state securities compliance, and private and public stock offerings;
the preparation and dissemination of press releases, the development of equity
incentive plans and business plans, investor relations issues, and corporate due
diligence in connection with mergers and acquisitions.

<PAGE>

Jeffrey I. Werber, DVM - Director

      Dr. Werber is the Chairman of PetCARE TV's Veterinary Advisory Board and
was elected as a Director of Medical Media in June 2002. Dr. Werber, an Emmy
Award winner, also serves as one of PetCARE TV's on-camera hosts. Dr. Werber
earned a Zoology degree from the University of California at Berkley, and earned
his Veterinary Medical Degree from University of California at Davis in 1984.
Since 1986, Dr. Werber has owned and operated a veterinary hospital in Los
Angeles, California. He also serves on the Advisory Board of Veterinary
Economics and the Legislative Committee with the California Veterinary Medical
Association.

J. Holt Smith - Director

      Mr. Smith was elected as a director of Medical Media on June 10, 2003.
Since June 2000, Mr. Smith has been a partner in the law firm Kelly Lytton &
Vann, LLP in Los Angeles, California specializing in the areas of corporate law,
mergers and acquisitions, and securities. From June 1967 to June 1979, Mr. Smith
was a partner of McDonald, Sanders, Ginsburg, Phillips, Maddox & Newkirk in Fort
Worth, Texas. In 1979 Mr. Smith served as Vice President of the United States
Trust Company of New York. He was also head of the securities department of the
Los Angeles law firm on Bushkin, Gaims, Gaines & Jonas from June 1980 to July
1988. From July 1998 to June 2000, he was founder/owner of Smith & Associates, a
law firm located in Los Angeles, CA. Mr. Smith holds two degrees from Vanderbilt
University (B.A. 1963, LL.B. 1966). He was admitted to the California Bar in
1980; the Tennessee Bar in 1966, and the Texas Bar in 1967. Mr. Smith has been
admitted to practice in the United States District Court, Northern District of
Texas.

Michael Marcovsky - Director

      Mr. Marcovsky has served as a director of Medical Media since April 19,
2004. From 1980 to the present, Mr. Marcovsky has served as President and owner
of Marnel Associates, Ltd., a multi-tiered, Los Angeles-based communications
firm where Mr. Marcovsky developed strategies for entry into new arenas of pay
television, cable and pay-per-view for a list of clients that includes Citibank,
CBS, ABC, Cox Cable, and Playboy Enterprises. From 1990 to 1994, Mr. Marcovsky
served as Chairman and CEO of The Nostalgia Network, Inc. He is a pioneer in the
cable and cellular communications industries and has intensive experience in the
entertainment arena regarding Pay TV, Internet/E Commerce, and Pay-Per-View.
Previously, he was Vice President of Program Operations with Warner Cable, Vice
President of Pay-TV for Buena Vista Distribution (a division of Walt Disney
Productions), President of Golden West Subscription Television and member of the
Executive Committee of Golden West Broadcasters.

Bernard J. Kouma - President of PetCARE TV

      Mr. Kouma has served as a Director of Medical Media from June 2002 to
December 2, 2005. On June 1, 2005, Mr. Kouma was named President of the
Company's subsidiary network company, PetCARE TV. In 1988, Mr. Kouma founded and
served as President of AVLS, Inc., a company providing client education and
practice management tools for the veterinary profession, where he served until
May 2004. From February 1961 to June 1976, Mr. Kouma served as Controller, and
later as Vice President Finance, with Norden Laboratories, a veterinary
biological and pharmaceuticals company. From 1976 to 1988, Mr. Kouma worked with
Ancom, the originators of client education videos for the veterinary profession.
From 1998 to 2005, Mr. Kouma served as President of Veterinary Marketing
Systems, a company that markets high tech veterinary medical equipment such as
ECG, blood pressure and surgical monitoring equipment.

<PAGE>

Significant Employees

      Other than the executive officers named herein, the Company does not have
any "significant employees."

Family Relationships

      There are no family relationships between any of our directors and
executive officers.

Involvement In Legal Proceedings

      To the best of our knowledge, during the past five years, none of our
directors or executive officers were involved in any of the following: (1) any
bankruptcy petition filed by or against any business of which such person was a
general partner or executive officer either at the time of the bankruptcy or
within two years prior to that time; (2) any conviction in a criminal proceeding
or being subject to a pending criminal proceeding (excluding traffic violations
and other minor offenses); (3) being subject to any order, judgment, or decree,
not subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or
otherwise limiting his involvement in any type of business, securities or
banking activities; and (4) being found by a court of competent jurisdiction (in
a civil action), the SEC or the Commodities Futures Trading Commission to have
violated a federal or state securities or commodities law, and the judgment has
not been reversed, suspended or vacated.

Board of Directors

      Our bylaws set the authorized number of directors on our board of
directors at not less than one nor more than nine, with the actual number fixed
by a resolution of our board. As noted above, there are currently six directors
serving on our board, Messrs. Cohen, Mastropietro, Richardson, Werber, Smith,
and Marcovsky. All of the directors will serve until the next annual meeting of
shareholders and until their successors are elected and qualified by our
shareholders, or until their earlier death, retirement, resignation or removal.

Board Committees

      Our board of directors has established two committees to date, an Audit
Committee and a Compensation Committee currently comprised of two directors, Mr.
Smith and Mr. Marcovsky. Mr. Smith is Chairman of the Compensation Committee and
Mr. Marcovsky is Chairman of the Audit Committee. Neither of the directors
serving on the Audit Committee has the requisite public company accounting
background or experience to be considered an "audit committee financial expert"
as that term is defined by the SEC. Due to our development stage status, we
believe that the current members of the Audit Committee have the requisite
financial background and experience to carry out their duties. Medical Media is
not subject to the listing requirements of a national securities exchange or
association.

Advisory Boards

      Our network subsidiaries have advisory boards: PetCARE TV has a Veterinary
Advisory Board ("VAB"), and African American Medical Network and KidCARE TV have
a Medical Advisory Board ("MAB"). These boards are comprised of respected
practitioners, hospital owners, and leading professional consultants from around
the world. They are responsible for providing topics for programming, reviewing
scripts prior to production, and reviewing the list of potential advertisers.

<PAGE>

      Members of the VAB are issued 5,000 shares of the Company's restricted
Common Stock for each year they serve. Members of the MAB are issued 10,000
shares of the Company's restricted Common Stock for each year they serve. No
monetary fees are paid to members of the VAB or MABs, although expenses may be
reimbursed for travel. The on-camera hosts for PetCARE TV, Dr. Jeffrey Werber
and Dr. Bernadine Cruz, are members of the VAB. In addition to the shares they
receive for their service on the VAB, they are also paid scale acting fees
pursuant to the established rates of the American Federation of Television and
Radio Artists (AFTRA).

Compliance with Section 16(a) of the Exchange Act

      None of our securities have been registered on a national securities
exchange within the meaning of Section 12(b) of the Exchange Act, nor are they
required to be registered under Section 12(g) of the Exchange Act. Accordingly,
our executive officers, directors and affiliates are not presently subject to
compliance with Section 16 of the Exchange Act.

Code of Ethics

      We have adopted a 2006 Code of Business Conduct and Ethics and 2006
Insider Trading Compliance Program that applies to all of our executive officers
and directors and a Code of Ethics for Financial Executives that applies to our
financial executives.

ITEM 10. EXECUTIVE COMPENSATION.

      The following table sets forth summary information concerning the
compensation received for services rendered to us during the fiscal years ended
December 31, 2004, 2005, and 2006 by our Chief Executive Officer and President.
No other executive officer's total annual salary and bonus exceeded $100,000.

------------------ -------------- ----- ------------ ---------------------------
Name               Position       Year  Salary       Dollar Value of Stock-Based
                                                     Compensation
------------------ -------------- ----- ------------ ---------------------------
Philip M. Cohen    President/CEO  2006  $150,000 (1)                           0
------------------ -------------- ----- ------------ ---------------------------
                                  2005  $150,000 (2)                           0
------------------ -------------- ----- ------------ ---------------------------

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

(1)   In 2006, there were unpaid, accrued wages of $89,857 owed to Mr. Cohen for
      his services rendered in 2006.

(2)   In 2005, there were unpaid, accrued wages of $100,044 owed to Mr. Cohen
      for his services rendered in 2005.

      No other annual compensation, including a bonus or other form of
compensation was paid to Mr. Cohen during these periods. In addition to the
foregoing, no long-term compensation, including restricted stock awards,
securities underlying options, LTIP payouts, or other forms of compensation,
were paid to Mr. Cohen during these periods.

Employment Agreements with Executive Management

Philip M. Cohen, Chief Executive Officer and President

      On June 5, 2002, the Company entered into an Employment Agreement
("Original Agreement") with Philip Cohen. On March 23, 2006, the Original
Agreement was replaced it its entirety with an Amended Employment Agreement
("Agreement") with respect to the provision of services as our Chief Executive
Officer and President. The essential terms of the Agreement are as follows:

      o     Mr. Cohen is employed for the period commencing on March 1, 2006
            until terminated by the occurrence of one of the described
            terminating events.

      o     Mr. Cohen is entitled to a base salary of $150,000 per year, payable
            in monthly installments of $12,500, which salary will be
            renegotiated at the end of each fiscal year, however the base salary
            shall not be reduced without the written consent of Mr. Cohen, which
            consent can be withheld in his sole and absolute discretion.

<PAGE>

      o     Mr. Cohen is entitled to a number of employee benefits under the
            agreement, including the provision of an automobile and the right to
            participate in company benefit plans, including any bonus plans
            established for management, and vacation.

      We may terminate the agreement with cause, effective upon delivery of
written notice to Mr. Cohen, except where the cause is a material breach of the
agreement; Mr. Cohen has sixty days to cure the material breach after receiving
written notice from us. We may terminate this agreement without cause, effective
thirty days after delivery of written notice to Mr. Cohen. Mr. Cohen may
terminate this agreement with cause provided he delivers written notice to us
thirty days before termination, or without cause provided he delivers written
notice one year before termination. If we terminate the agreement without cause,
or Mr. Cohen terminates the agreement with cause, we will be obligated to pay
Mr. Cohen the compensation, remuneration and expenses specified above for a
period of five years from the date of notice. Mr. Cohen will also receive
medical and long-term disability insurance at our expense, as well as an
automobile for business use, and reimbursement for certain business expenses.
The agreement requires that Mr. Cohen devote such time and attention to our
business and affairs as is reasonably necessary to carry out his duties;
provided, however, that he must devote no less than forty hours per week to his
duties for us.

      As an inducement for Vicis to purchase their $1,302,000 Note, Mr. Cohen
agreed to amend his employment agreement to include a three (3) year non-compete
clause. In conjunction therewith, the Company and Mr. Cohen entered into the
Second Amended Employment Agreement dated August 11, 2006.

Donald R. Mastropietro, Sr. Vice President Finance, Chief Financial Officer,
Treasurer, Assistant Secretary

      On November 16, 2005, the Company entered into an employment agreement
with Donald R. Mastropietro with respect to the provision of services as our Sr.
Vice President Finance, Chief Financial Officer, Treasurer, and Assistant
Secretary. The essential terms of the employment agreement are as follows:

      o     Mr. Mastropietro is entitled to a base salary of $128,400 per year,
            payable in arrears in equal semi-monthly installments of $5,350.00.
            Salary increases are at the discretion of the board of directors.

      o     The agreement begins November 16, 2005 and terminates on November
            15, 2010.

      o     Mr. Mastropietro is entitled to a number of employee benefits under
            the agreement, including the right to participate in company benefit
            plans, including any bonus plans established for management.

      o     There is a two-year non-compete clause.

      The Company may terminate the agreement at any time for cause if Mr.
Mastropietro becomes unfit to properly render services to Company because of:
(i) alcohol or drug related abuses, (ii) proven commission of a felony, or (iii)
a material breach of this Agreement which is not cured within sixty (60) days
after written notice is given by Company to Mr. Mastropietro which notice shall
specify in reasonable detail the circumstances claimed to provide the basis for
such termination.

      Mr. Mastropietro may terminate the agreement at any time for cause
provided he delivers written notice of such intention to terminate not less than
sixty (60) days prior to the date of such termination, which notice shall
specify in reasonable detail the circumstances claimed to provide the basis for
such termination. The term for "cause" shall mean if the Company unreasonably
changes his duties, responsibilities, or working conditions or takes any other
action which impedes him in the performance of his duties. If Mr. Mastropietro
terminates the Agreement for cause, the Company shall pay Mr. Mastropietro an
amount equal to six (6) months of his compensation then in effect as severance
pay.

<PAGE>

      We may terminate the agreement not for cause at any time, provided that we
pay Mr. Mastropietro an amount equal to six (6) months of his compensation then
in effect. Mr. Mastropietro may terminate this agreement not for cause at any
time provided he delivers written notice of such intention not less than one
month prior to the date of such termination.

      On November 29, 2005, the Company and Mr. Mastropietro entered into a
First Amendment to the Employment Agreement of Donald R. Mastropietro. The
amendment provided that as the Company is still reliant upon investment funds
until such time as operating revenues begin, the Company and Mr. Mastropietro
agree that his current annual salary of $90,000 will remain in effect until such
time as the increased salary of $128,400 as set forth in the employment
agreement can be paid through cash flow from operations of the Company. All
other terms and conditions of the employment agreement remain in full force and
effect.

Teresa J. Bray, Vice President Administration/Compliance, Secretary

      On November 16, 2005, the Company entered into an employment agreement
with Teresa J. Bray with respect to the provision of services as our Vice
President Administration/Compliance and Secretary. The essential terms of the
employment agreement are as follows:

      o     Ms. Bray is entitled to a base salary of $118,400 per year, payable
            in arrears in equal semi-monthly installments of $4,933.33. Salary
            increases are at the discretion of the board of directors.

      o     The agreement begins November 16, 2005 and terminates on November
            15, 2010.

      o     Ms. Bray is entitled to a number of employee benefits under the
            agreement, including the right to participate in company benefit
            plans, including any bonus plans established for management.

      o     There is a two-year non-compete clause.

      The Company may terminate the agreement at any time for cause if Ms. Bray
becomes unfit to properly render services to Company because of: (i) alcohol or
drug related abuses, (ii) proven commission of a felony, or (iii) a material
breach of this Agreement which is not cured within sixty (60) days after written
notice is given by Company to Ms. Bray which notice shall specify in reasonable
detail the circumstances claimed to provide the basis for such termination.

      Ms. Bray may terminate the Agreement at any time for cause provided she
delivers written notice of such intention to terminate not less than sixty (60)
days prior to the date of such termination, which notice shall specify in
reasonable detail the circumstances claimed to provide the basis for such
termination. The term for "cause" shall mean if the Company unreasonably changes
her duties, responsibilities, or working conditions or takes any other action
that impedes her in the performance of her duties. If Ms. Bray terminates the
Agreement for cause, the Company shall pay Ms. Bray an amount equal to six (6)
months of her compensation then in effect as severance pay.

      We may terminate the agreement not for cause at any time, provided that we
pay Ms. Bray an amount equal to six (6) months of her compensation then in
effect. Ms. Bray may terminate this agreement not for cause at any time provided
she delivers written notice of such intention not less than one month prior to
the date of such termination.

      On November 29, 2005, the Company and Ms. Bray entered into a First
Amendment to the Employment Agreement of Teresa J. Bray. The amendment provided
that as the Company is still reliant upon investment funds until such time as
operating revenues begin, the Company and Ms. Bray agree that her current annual
salary of $80,000 will remain in effect until such time as the increased salary
of $118,400 as set forth in the employment agreement can be paid through cash
flow from operations of the Company. All other terms and conditions of the
employment agreement remain in full force and effect.

<PAGE>

Bernard J. Kouma, President of PetCARE TV

      On June 1, 2005, PetCARE TV entered into an employment agreement with
Bernard J. Kouma with respect to the provision of services as its President. The
essential terms of the employment agreement are as follows:

      o     Mr. Kouma is entitled to a base salary of $72,000 per year, payable
            in arrears in equal semi-monthly installments of $3,000.00. Salary
            increases are at the discretion of the board of directors.

      o     The agreement begins June 1, 2005 and terminates on May 31, 2010.

      o     Mr. Kouma is entitled to a number of employee benefits under the
            agreement, including the right to participate in company benefit
            plans, including any bonus plans established for management.

      o     There is a two-year non-compete clause.

      PetCARE TV may terminate this Agreement at any time for cause if Mr. Kouma
becomes unfit to properly render services to PetCARE TV because of: (i) alcohol
or drug related abuses, (ii) proven commission of a felony, or (iii) a material
breach of this agreement which is not cured within sixty (60) days after written
notice is given by PetCARE TV to Mr. Kouma which notice shall specify in
reasonable detail the circumstances claimed to provide the basis for such
termination.

      Mr. Kouma may terminate the Agreement at any time for cause provided he
delivers written notice of such intention to terminate not less than sixty (60)
days prior to the date of such termination, which notice shall specify in
reasonable detail the circumstances claimed to provide the basis for such
termination. The term for "cause" shall mean if PetCARE TV unreasonably changes
his duties, responsibilities, or working conditions or takes any other action
that impedes him in the performance of his duties. If Mr. Kouma terminates the
Agreement for cause, PetCARE TV shall pay Mr. Kouma an amount equal to six (6)
months of his compensation then in effect as severance pay.

      PetCARE TV may terminate the agreement not for cause at any time, provided
that we pay Mr. Kouma an amount equal to six (6) months of his compensation then
in effect. Mr. Kouma may terminate this agreement not for cause at any time
provided he delivers written notice of such intention not less than one month
prior to the date of such termination.

2002 Incentive Stock Option Plan

      We have a 2002 equity incentive plan available to key employees and
consultants of the Company. We granted option for all 66,667 shares of Common
Stock available under the plan. Options expire ten years from the date of grant.
As the Company issued grants for the maximum number of shares allowed under this
plan, the 2002 Equity Incentive Plan was closed.

2006 Equity Incentive Plan

      We have a 2006 Equity Incentive Plan that allows the Company to issue
options for up to 2,000,000 shares to eligible key employees and consultants.
Under the plan, the exercise price of each incentive option is equal to the
greater of the fair market value of our Common Stock on the date of the grant or
the aggregate par value of the stock on the date of grant. In the case of any
10% stockholder, the incentive option price will not be less than 110% of the
fair market value on the date of grant. Options expire ten years from the date
of grant, except for those granted to a 10% stockholder, which expire five years
from the date of grant. The Compensation Committee of the Board of Directors
shall determine the price at which shares of stock may be purchased under a
nonqualified option. To date, we have granted 654,636 options under this plan
with an exercise price of $0.17 per share.

<PAGE>

      The following table sets forth unexercised options outstanding as of the
year ended December 31, 2006.

----------------------------- --------------- ---------------- -----------------
                                 Number of
                                 Securities        Option           Option
                                 Underlying    Exercise Price   Expiration Date
                                Unexercised         ($)
                                  Options
----------------------------- --------------- ---------------- -----------------
2002 Equity Incentive Plan
----------------------------- --------------- ---------------- -----------------
Philip M. Cohen                     -0-             N/A               N/A
----------------------------- --------------- ---------------- -----------------
Donald R. Mastropietro              -0-             N/A               N/A
----------------------------- --------------- ---------------- -----------------
Teresa J. Bray                      -0-             N/A               N/A
----------------------------- --------------- ---------------- -----------------
Bernard J. Kouma                   1,667           $2.40          10/03/2013
----------------------------- --------------- ---------------- -----------------
Charles V. Richardson               -0-             N/A               N/A
----------------------------- --------------- ---------------- -----------------

----------------------------- --------------- ---------------- -----------------
2006 Equity Incentive Plan
----------------------------- --------------- ---------------- -----------------
Philip M. Cohen                     -0-             N/A               N/A
----------------------------- --------------- ---------------- -----------------
Donald R. Mastropietro              -0-             N/A               N/A
----------------------------- --------------- ---------------- -----------------
Teresa J. Bray                      -0-             N/A               N/A
----------------------------- --------------- ---------------- -----------------
Bernard J. Kouma                  100,000          $0.17          08/29/2016
----------------------------- --------------- ---------------- -----------------
Charles V. Richardson               -0-             N/A               N/A
----------------------------- --------------- ---------------- -----------------

No options were exercised the Company's executive officers during the year ended
December 31, 2006

Directors' Compensation

      We have a policy of not granting fees to directors who attend a regularly
scheduled or special board meeting; however, we may reimburse out-of-state
directors for their cost of travel and lodging to attend such meetings.

      As a member of our Veterinary Advisory Board, Dr. Werber received 5,000
shares of our restricted Common Stock for the years ended 2003, 2004, 2005, and
2006. In addition, we compensate Dr. Werber for his services as an on-camera
host for PetCARE TV. Dr. Werber is paid scale-acting fees pursuant to the
established rates of the American Federation of Television and Radio Artists
(AFTRA) for these services. On January 18, 2006, the Company issued 56,195
shares of restricted Common Stock to Dr. Werber in satisfaction of invoices
totaling $22,478 for these services.

<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following alphabetical table sets forth the ownership, as of April 13,
2007, of our Common Stock by each person known by us to be the beneficial owner
of more than 5% of our outstanding Common Stock, each of our directors and
executive officers; and all of our directors and executive officers as a group.
The information presented below regarding beneficial ownership of our voting
securities has been presented in accordance with the rules of the Securities and
Exchange Commission and is not necessarily indicative of ownership for any other
purpose. This table is based upon information derived from our stock records.
Unless otherwise indicated in the footnotes to this table and subject to
community property laws where applicable, we believe that each of the
shareholders named in this table has sole or shared voting and investment power
with respect to the shares indicated as beneficially owned. Except as set forth
below, applicable percentages are based upon 46,121,302 shares of Common Stock
outstanding as of April 13, 2007.

<TABLE>
<CAPTION>
-------------------------------------- -------------- ------------------ ----------
            Name & Address             itle of Class  Amount and Nature  Percentage
                  of                                    of Beneficial
           Beneficial Owner                               Ownership
-------------------------------------- -------------- ------------------ ----------
<S>                                    <C>            <C>                <C>
Teresa J. Bray (2)                     Common Stock
Lakeland, FL 33804                                               515,259        ***
-------------------------------------- -------------- ------------------ ----------
Philip M. Cohen (3)                    Common Stock
Lutz, FL  33567                                                  446,564        ***
-------------------------------------- -------------- ------------------ ----------
Bernard J. Kouma (4)                   Common Stock
Lincoln, NE  68506                                               105,669        ***
-------------------------------------- -------------- ------------------ ----------
Michael Marcovsky (5)                  Common Stock
Los Angeles, CA  90068                                           100,662        ***
-------------------------------------- -------------- ------------------ ----------
Donald R. Mastropietro (6)             Common Stock
Sarasota, FL  34243                                              755,006        ***
-------------------------------------- -------------- ------------------ ----------
Charles V. Richardson                  Common Stock
Los Angeles, CA  90045                                         1,400,000        ***
-------------------------------------- -------------- ------------------ ----------
J. Holt Smith (7)                      Common Stock
Los Angeles, CA  90067                                           100,000        ***
-------------------------------------- -------------- ------------------ ----------
Sondra Topper (8)                      Common Stock
Lutz, FL  33567                                                  422,465        ***
-------------------------------------- -------------- ------------------ ----------
Jeffrey I. Werber, DVM (9)             Common Stock
Los Angeles, CA  90034                                           340,626        ***
-------------------------------------- -------------- ------------------ ----------
Vicis Capital Master Fund (10)         Common Stock
New York, NY                                                  40,572,393     65.96%
-------------------------------------- -------------- ------------------ ----------
All directors and named executive      Common Stock
officers as a group (8 persons) (11)                           3,763,786        ***
-------------------------------------- -------------- ------------------ ----------
</TABLE>

***   Indicates less than 1%.

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

(1)   Unless otherwise noted, we believe that all shares are beneficially owned
      and that all persons named in the table have sole voting and investment
      power with respect to all shares of common stock owned by them. Applicable
      percentage of ownership is based on 46,121,302 shares of common stock
      outstanding as of April 13, 2007 for each stockholder. Beneficial
      ownership is determined in accordance with the rules of the Commission and
      generally includes voting of investment power with respect to securities.
      Shares of common stock subject to securities exercisable or convertible
      into shares of common stock that are currently exercisable or exercisable
      within 60 days of April 13, 2007 are deemed to be beneficially owned by
      the person holding such options for the purpose of computing the
      percentage of ownership of such persons, but are not treated as
      outstanding for the purpose of computing the percentage ownership of any
      other person.

(2)   This amount includes 285,094 shares currently owned by TJB Consulting,
      Inc., a corporation owned by Ms. Bray individually.

(3)   This amount includes 316,564 shares currently owned by Mr. Cohen's wife,
      Sondra Topper; and 105,901 shares owned by Adam Cohen, Mr. Cohen's son
      residing at his household.

(4)   This amount includes 101,667 shares which are issuable to Mr. Kouma upon
      exercise of non-qualified stock options.

<PAGE>

(5)   This amount includes 100,000 shares which are issuable to Mr. Marcovsky
      upon exercise of non-qualified stock options.

(6)   This amount includes 300,000 shares owned by DRM Accounting, Inc., a
      corporation solely owned by Mr. Mastropietro individually.

(7)   This amount includes 100,000 shares which are issuable to Mr. Smith upon
      exercise of non-qualified stock options.

(8)   Sondra Topper is the wife of Philip M. Cohen, the Company's President.
      This amount includes 316,564 shares currently owned by Mr. Cohen's wife,
      Sondra Topper; and 105,901 shares owned by Adam Cohen, Mr. Cohen's son
      residing at his household.

(9)   This amount includes 251,667 shares which are issuable to Dr. Werber upon
      exercise of non-qualified stock options.

(10)  This amount includes (a) 25,181,552 shares owned by Vicis, (b) 5,486,087
      shares that are issuable to Vicis upon exercise of common stock purchase
      warrants, (c) 8,369,847 shares that are issuable to Vicis upon the
      conversion of the principle and interest on its $1,302,000 loan, and (d)
      1,534,907 shares that are issuable to Vicis upon the conversion of the
      principle and interest on its $250,000 loan. This amount does not include
      17,756,429 common shares that are issuable to Vicis upon Vicis giving the
      Company 61-day written notice of its intention to convert including (a)
      15,373,000 shares due upon the conversion of the Vicis Series B Zero
      Coupon Preferred Stock, (b) 1,944,215 shares due upon the conversion of
      the Vicis Series B Convertible Debenture, (c) 422,132 shares due upon the
      conversion of the interest of the Vicis Series AA Convertible Debenture,
      (d) 10,695 shares due upon the conversion of the interest of the Vicis
      June 1, 2006 $50,000 Convertible Note, and (e) 6,387 shares due upon the
      conversion of the interest of the Vicis June 30, 2006 $50,000 Convertible
      Note.

(11)  Includes 553,334 shares of common stock obtainable upon exercise of common
      stock options owned by directors and officers.

CHANGE IN CONTROL

      Pursuant to that certain Stock Purchase Agreement dated April 13, 2007,
Vicis Capital Master Fund purchased 25,000,000 shares of the Company's Common
Stock for $250,000 and acquired control of the Company. Prior to the
transaction, the Company had 100,000,000 shares of Common Stock authorized, of
which 21,121,302 shares were issued and outstanding. After the transaction,
Vicis owns an aggregate of 25,181,552 shares of the Company's Common Stock, or
55% of the 46,121,302 shares of Common Stock issued and outstanding. Vicis also
holds certain convertible securities and Common Stock purchase warrants, which,
if exercised or converted into Common Stock of the Company, could result in the
issuance of an additional 31,501,308 shares of the Company's Common Stock to
Vicis. If these shares are issued to Vicis, Vicis will hold a total of
56,682,860 shares of the Company's Common Stock. There are no arrangements or
understandings between Vicis and the Company with respect to the election of
directors or other matters.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.

      Except as set forth below, there were no transactions during the last two
fiscal years, and there are no proposed transactions, that involve amounts in
excess of $120,000 to which we were or are to become a party in which any
director, executive officer, beneficial owner of more than five percent of our
Common Stock, or members of their immediate families had, or is to have, a
direct or indirect material interest.

      On May 11, 2005, as amended by that certain First Amendment to Merger
Agreement dated November 16, 2005, the Company executed that certain Merger
Agreement (as amended, the "Merger Agreement") by and among AFMN, Inc., a
Delaware corporation ("AFMN"), African American Medical Network, Inc., a Florida
corporation and wholly-owned subsidiary of AFMN ("African American Medical
Network"), and AAMN Acquisition Sub, Inc., a Florida corporation and
wholly-owned subsidiary of the Company. Pursuant to the Merger Agreement,
Medical Media issued 19,415,626 shares of its restricted common stock (the
"Medical Media Common Stock") to AFMN in exchange for 100% of the outstanding
shares of African American Medical Network. Under the Merger Agreement, AFMN
agreed to distribute the Medical Media Common Stock pro-rata to its shareholders
of record as of November 16, 2005. On November 16, 2005, the parties consummated
the merger in accordance with the terms of the Merger Agreement and the Company
issued the Medical Media Common Stock to AFMN in reliance upon the exemption
from registration provided by Section 4(2) of the Securities Act of 1933. On
February 10, 2006, the Company filed a registration statement on Form SB-2 (the
"Registration Statement") with the Securities and Exchange Commission (the
"Commission") registering, among other securities, the Medical Media Common
Stock. The Commission declared the Registration Statement effective on March 1,
2006. Shortly thereafter, pursuant to the Merger Agreement, the Medical Media
Common Stock was distributed to AFMN shareholders of record as of November 16,
2005. This distribution occurred on or about March 20, 2006. Certain
shareholders of AFMN who received the Medical Media Common Stock as a result of
the merger were directors and executive officers of the Company. The table below
provides the names and number of shares of the Company each director and officer
received pursuant to the Merger Agreement in their capacity as shareholders of
AFMN.

<PAGE>


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                                                                                                      Approximate Value of
                                                                         No. of shares of Medical         Medical Media
                                          No. of shares beneficially      Media Television, Inc.        Television common
      Name and Relationship with              held in AFMN, Inc.          received as a result of       stock received in
    Medical Media Television, Inc.          as of November 16, 2005          the Transaction.            Transaction(4)
<S>                                       <C>                            <C>                          <C>
Philip M. Cohen(1)
President, Chief Executive Officer,
Chairman of the Board of Directors                 1,055,000                     1,055,000                   118,160
Donald R. Mastropietro(2)
Vice President of Finance, Chief
Financial Officer, Treasurer, Asst.
Sec.                                                748,667                       748,667                    83,850
Teresa Bray(3)
Vice President of Administration,
Secretary                                           670,000                       670,000                    75,040
Jeffrey I. Werber
Director                                               0                             0                          0
Bernard J. Kouma
President of PetCARE Television
Network, Inc.                                          0                             0                          0
John Sfondrini
Director                                               0                             0                          0
J. Holt Smith
Director                                            200,000                       200,000                    22,400
Michael Marcovsky
Director                                            200,000                       200,000                    22,400
Stanley Raphael
Director                                               0                             0                          0
Total                                              2,873,667                     2,873,667                   321,850
--------------------------------------------------------------------------------------------------------------------------
</TABLE>


(1) This includes 130,000 shares beneficially held by Mr. Cohen through his
wife, Sondra Topper and 925,000 shares held by Mr. Cohen's immediate family
members, which are required to be included in this disclosure pursuant to Item
404 of Regulation S-B. Mr. Cohen disclaims beneficial ownership of the 925,000
shares held by his immediate family members for any other purpose.

(2) This includes 733,667 shares beneficially held by Mr. Mastropietro and
15,000 shares held by Mr. Mastropietro's immediate family members, which are
required to be included in this disclosure pursuant to Item 404 of Regulation
S-B. Mr. Mastropietro disclaims beneficial ownership of the 15,000 shares held
by his immediate family members for any other purpose.

(3) This includes 435,000 shares beneficially held by Ms. Bray and 215,000
shares held by Ms. Bray's immediate family members, which are required to be
included in this disclosure pursuant to Item 404 of Regulation S-B. Ms. Bray
disclaims beneficial ownership of the 215,000 shares held by her immediate
family members for any other purpose.

(4) Solely for purposes of complying with the disclosure required pursuant to
Item 404 of Regulation S-B, the approximate value of the Medical Media Common
Stock distributed to the AFMN shareholders was $0.112 per share. This value is
based on the 5 day average of the closing price of the Company's Common Stock
for the period of March 21, 2006 through March 27, 2006.

<PAGE>

Director Independence

The Company's common stock is not listed on a national securities exchange or in
an automated inter-dealer quotation system of a national securities association,
and, therefore, the Company is not currently subject to a system of director
independence requirements. Under Item 407(a) of Regulation S-B, the Company has
chosen to measure the independence of its directors under the definition of
independence used by the American Stock Exchange, which can be found in
ss.121(A)(2) of the AMEX Company Guide. Under such definition, none of the
directors of the Company is independent, because the Company's board of
directors cannot affirmatively determine that any of its directors does not have
a relationship that would interfere with the exercise of independent judgment in
carrying out the responsibilities of a director.

ITEM 13. EXHIBITS.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
  Exh. No.        Date of Document                                    Description of Document
-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------
<S>            <C>                     <C>
2.1            May 11, 2005            Merger Agreement by and among African American Medical Network, Inc., AFMN, Inc.,
                                       AAMN Acquisition Sub. Inc. and the Company. (7)
-------------------------------------------------------------------------------------------------------------------------------
2.2            November 16, 2005       First Amendment to the Merger Agreement by and among African American Medical
                                       Network, Inc., AFMN, Inc., Medical Media Television, Inc. and AAMN Acquisition Sub,
                                       Inc. (9)
-------------- ----------------------- ---------------------------------------------------------------------------------------
3.0            January 2, 1997         Amended and Restated Articles of Incorporation of Transition Lifestyle Consultants,
                                       Inc.  (1)
-------------------------------------------------------------------------------------------------------------------------------
3.1            June 12, 2002           Articles of Amendment to the Articles of Incorporation (name change to PetCARE
                                       Television Network, Inc.) (1)
-------------------------------------------------------------------------------------------------------------------------------
3.2            August 2, 2002          Articles of Amendment to the Articles of Incorporation (Series A Convertible
                                       Preferred Stock). (1)
-------------------------------------------------------------------------------------------------------------------------------
3.3            November 12, 2003       Articles of Amendment to the Articles of Incorporation (Series B Convertible
                                       Preferred Stock). (2)
-------------------------------------------------------------------------------------------------------------------------------
3.4            March 30, 2004          Articles of Amendment to the Articles of Incorporation (amend Series A Convertible
                                       Preferred Stock). (2)
-------------------------------------------------------------------------------------------------------------------------------
3.5            June 10, 2004           Articles of Amendment to the Articles of Incorporation (amend Series B Convertible
                                       Preferred Stock). (5)
-------------------------------------------------------------------------------------------------------------------------------
3.6            March 25, 2005          Articles of Amendment to the Articles of Incorporation (increase in authorized
                                       stock). (6)
-------------------------------------------------------------------------------------------------------------------------------
3.7            April 21, 2005          Articles of Amendment to the Articles of Incorporation (name change to Medical Media
                                       Television, Inc.). (7)
-------------------------------------------------------------------------------------------------------------------------------
3.8            July 14, 2005           Articles of Amendment to the Articles of Incorporation (Series A Zero Coupon
                                       Preferred; Series B Zero Coupon Preferred). (8)
-------------------------------------------------------------------------------------------------------------------------------
3.9            November 16, 2005       Articles of Merger. (9)
-------------------------------------------------------------------------------------------------------------------------------
3.10           December 22, 2005       Articles of Amendment to the Articles of Incorporation (Series C Zero Coupon
                                       Preferred Stock). (13)
-------------------------------------------------------------------------------------------------------------------------------
3.13           N/A                     Bylaws of PetCARE Television Network, Inc. (1)
-------------------------------------------------------------------------------------------------------------------------------
3.14           N/A                     Form of common stock certificate of PetCARE Television Network, Inc. (1)
-------------------------------------------------------------------------------------------------------------------------------
3.15           N/A                     Form of common stock certificate of Medical Media Television Network, Inc. (13)
-------------------------------------------------------------------------------------------------------------------------------
4.0            N/A                     Form of Warrant for Placement Agent (3)
-------------------------------------------------------------------------------------------------------------------------------
10.0           N/A                     2002 Equity Incentive Plan. (1)
-------------------------------------------------------------------------------------------------------------------------------
10.1           May 1, 2002             Non-Interest Bearing Promissory Note to James Calaway for $100,000. (1)
-------------------------------------------------------------------------------------------------------------------------------
10.2           June 1, 2002            Consulting Agreement with James C. Calaway. (1)
-------------------------------------------------------------------------------------------------------------------------------
10.3           June 5, 2002            Employment Agreement with Philip M. Cohen. (1)
-------------------------------------------------------------------------------------------------------------------------------
10.4           June 7, 2002            Non-Interest Bearing Promissory Note to Daniel V. Hugo for $25,000. (1)
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
  Exh. No.        Date of Document                                    Description of Document
-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------
<S>            <C>                     <C>
-------------------------------------------------------------------------------------------------------------------------------
10.5           June 7, 2002            Non-Interest Bearing Promissory Note to Robert Hugo and Janna Hugo for $6,000. (1)
-------------------------------------------------------------------------------------------------------------------------------
10.6           June 7, 2002            Non-Interest Bearing Promissory Note to Robert and Jamie Turner for $5,000. (1)
-------------------------------------------------------------------------------------------------------------------------------
10.7           February 6, 2003        Letter Agreement from Philip Cohen to James Calaway. (1)
-------------------------------------------------------------------------------------------------------------------------------
10.8           March 10, 2003          Note Purchase and Security Agreement with Pet Edge, LLC. (1)
-------------------------------------------------------------------------------------------------------------------------------
10.9           March 10, 2003          Senior Convertible Promissory Note to Pet Edge, LLC for $1,000,000. (1)
-------------------------------------------------------------------------------------------------------------------------------
10.10          March 10, 2003          Lock-up Agreement with Philip M. Cohen. (1)
-------------------------------------------------------------------------------------------------------------------------------
10.11          March 10, 2003          Lock-up Agreement with James C. Calaway. (1)
-------------------------------------------------------------------------------------------------------------------------------
10.12          May 28, 2003            Senior Convertible Promissory Note to Pet Edge, LLC for $50,000. (1)
-------------------------------------------------------------------------------------------------------------------------------
10.13          May 28, 2003            Note Purchase and Security Agreement with Pet Edge, LLC. (1)
-------------------------------------------------------------------------------------------------------------------------------
10.14          June 6, 2003            Note Purchase and Security Agreement with Pet Edge, LLC. (1)
-------------------------------------------------------------------------------------------------------------------------------
10.15          June 6, 2003            Senior Convertible Promissory Note to Pet Edge, LLC. (1)
-------------------------------------------------------------------------------------------------------------------------------
10.16          June 6, 2003            Note Purchase and Security Agreement with Pet Edge, LLC. (1)
-------------------------------------------------------------------------------------------------------------------------------
10.17          June 6, 2003            Senior Convertible Promissory Note to Pet Edge, LLC. (1)
-------------------------------------------------------------------------------------------------------------------------------
10.18          June 10, 2003           Note Purchase Agreement with Mark C. Maltzer. (1)
-------------------------------------------------------------------------------------------------------------------------------
10.19          July 1, 2003            Note Purchase and Security Agreement with Pet Edge, LLC. (1)
-------------------------------------------------------------------------------------------------------------------------------
10.20          July 1, 2003            Senior Convertible Promissory Note to Pet Edge, LLC for $275,000. (1)
-------------------------------------------------------------------------------------------------------------------------------
10.21          November 10, 2003       Amendment to Senior Convertible Promissory Notes with Pet Edge, LLC. (2)
-------------------------------------------------------------------------------------------------------------------------------
10.22          February 2, 2004        Placement Agent Agreement with H.C. Wainwright & Co., Inc. (3)
-------------------------------------------------------------------------------------------------------------------------------
10.23          February 11, 2004       Letter Agreement with H.C. Wainwright & Co., Inc. (amending payment terms). (3)
-------------------------------------------------------------------------------------------------------------------------------
10.24          February 13, 2004       Note Purchase and Security Agreement with Victus Capital. (3)
-------------------------------------------------------------------------------------------------------------------------------
10.25          February 13, 2004       Convertible Promissory Note with Victus Capital, LP for $1 million. (3)
-------------------------------------------------------------------------------------------------------------------------------
10.26          May 10, 2004            Debt Conversion Agreement with Victus Capital (3)
-------------------------------------------------------------------------------------------------------------------------------
10.27          July 27, 2004           Note Purchase Agreement by and between PetCARE Television Network, Inc. and Victus
                                       Capital, LP. (4)
-------------------------------------------------------------------------------------------------------------------------------
10.28          July 27, 2004           Subordinated Convertible Promissory Note to Victus Capital, LP. (4)
-------------------------------------------------------------------------------------------------------------------------------
10.29          July 27, 2004           Warrant to Purchase Shares of Common Stock to Victus Capital, LP. (4)
-------------------------------------------------------------------------------------------------------------------------------
10.30          November 16, 2005       Promissory Note to Carmen Bernstein for $200,000. (13)
-------------------------------------------------------------------------------------------------------------------------------
10.31          March 1, 2005           Common Stock Purchase Warrant to Midtown Partners & Co., LLC. (8)
-------------------------------------------------------------------------------------------------------------------------------
10.32          March 16, 2005          Series A Convertible Debenture to Vicis Capital Master Series Trust. (7)
-------------------------------------------------------------------------------------------------------------------------------
10.33          March 16, 2005          Series A Common Stock Purchase Warrant to Vicis Capital Master Series Trust. (7)
-------------------------------------------------------------------------------------------------------------------------------
10.34          March 16, 2005          Series B Common Stock Purchase Warrant to Vicis Capital Master Series Trust. (7)
-------------------------------------------------------------------------------------------------------------------------------
10.35          March 16, 2005          Series C Common Stock Purchase Warrant to Vicis Capital Master Series Trust. (7)
-------------------------------------------------------------------------------------------------------------------------------
10.36          November 16, 2005       Promissory Note to Laurence Wallace for $100,000. (13)
-------------------------------------------------------------------------------------------------------------------------------
10.37          May 6, 2005             Series B Convertible Debenture to Vicis Capital Master Fund. (8)
-------------------------------------------------------------------------------------------------------------------------------
10.38          May 6, 2005             Series D Common Stock Purchase Warrant to Vicis Capital Master Fund. (8)
-------------------------------------------------------------------------------------------------------------------------------
10.39          May 6, 2005             Series E Common Stock Purchase Warrant to Vicis Capital Master Fund. (8)
-------------------------------------------------------------------------------------------------------------------------------
10.40          May 6, 2005             Series F Common Stock Purchase Warrant to Vicis Capital Master Fund. (8)
-------------------------------------------------------------------------------------------------------------------------------
10.41          May 6, 2005             Series D Common Stock Purchase Warrant to MidTown Partners & Co., LLC. (8)
-------------------------------------------------------------------------------------------------------------------------------
10.42          May 11, 2005            Merger Agreement by and among African American Medical Network, Inc., AFMN, Inc.,
                                       AAMN Acquisition Sub. Inc. and the Company. (7)
-------------------------------------------------------------------------------------------------------------------------------
10.43          June 1, 2005            Employment Agreement between PetCARE Television Network, Inc. and Bernard Kouma. (13)
-------------------------------------------------------------------------------------------------------------------------------
10.44          July 8, 2005            Debt Exchange Agreement between the Company and Pet Edge, LLC. (8)
-------------------------------------------------------------------------------------------------------------------------------
10.45          July 8, 2005            Debt Exchange Agreement between the Company and Vicis Capital Master Fund. (8)
-------------------------------------------------------------------------------------------------------------------------------
10.46          July 8, 2005            Debt Exchange Agreement between the Company and Mark Maltzer. (8)
-------------------------------------------------------------------------------------------------------------------------------
10.47          July 8, 2005            Common Stock Purchase Warrant to Vicis Capital Master Fund. (8)
-------------------------------------------------------------------------------------------------------------------------------
10.48          July 8, 2005            Common Stock Purchase Warrant to Pet Edge, LLC. (8)
-------------------------------------------------------------------------------------------------------------------------------
10.49          July 8, 2005            Common Stock Purchase Warrant to Mark Maltzer. (8)
-------------------------------------------------------------------------------------------------------------------------------
10.50          November 16, 2005       First Amendment to the Merger Agreement by and among African American Medical
                                       Network, Inc., AFMN, Inc., Medical Media Television, Inc. and AAMN Acquisition Sub,
                                       Inc. (9)
-------------------------------------------------------------------------------------------------------------------------------
10.51          November 16, 2005       Capital Stock Escrow and Disposition Agreement between the Company, AFMN, Inc. and
                                       Philip Cohen. (9)
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
  Exh. No.        Date of Document                                    Description of Document
-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------
<S>            <C>                     <C>
10.52          November 16, 2005       Employment Agreement between Medical Media and Donald R. Mastropietro. (10)
-------------------------------------------------------------------------------------------------------------------------------
10.53          November 16, 2005       Employment Agreement between Medical Media and Teresa J. Bray. (10)
-------------------------------------------------------------------------------------------------------------------------------
10.54          November 26, 2005       Employment Agreement between Medical Media and Charles V. Richardson. (10)
-------------------------------------------------------------------------------------------------------------------------------
10.55          November 26, 2005       Employment Agreement between African American Medical Network, Inc. and Robert
                                       Cambridge. (13)
-------------------------------------------------------------------------------------------------------------------------------
10.56          November 29, 2005       First Amendment to Employment Agreement with Donald R. Mastropietro. (10)
-------------------------------------------------------------------------------------------------------------------------------
10.57          November 29, 2005       First Amendment to Employment Agreement with Teresa J. Bray. (10)
-------------------------------------------------------------------------------------------------------------------------------
10.58          November 30, 2005       Amended Note Purchase Agreement from the Company to William H. Quiros for a
                                       $1,000,000 loan  (16)
-------------------------------------------------------------------------------------------------------------------------------
10.59          December 1, 2005        Distribution Agreement between PetCARE Television Network, Inc. and Lifelearn, Inc.
                                       (13)
-------------------------------------------------------------------------------------------------------------------------------
10.60          January 3, 2006         Distribution Agreement between PetCARE Television Network, Inc. and Butler Animal
                                       Health Supply. (13)
-------------------------------------------------------------------------------------------------------------------------------
10.61          January 26, 2006        Note Purchase Agreement between the Company and CapitalSmart, LLC for $1,000,000. (11)
-------------------------------------------------------------------------------------------------------------------------------
10.62          February 14, 2006       Note Purchase Agreement between the Company and Steven J. Port for a $100,000 loan
                                       (16)
-------------------------------------------------------------------------------------------------------------------------------
10.63          February 15, 2006       Convertible Promissory Note from the Company to Steven J. Port for $100,000 (16)
-------------------------------------------------------------------------------------------------------------------------------
10.64          February 15, 2006       Common Stock Purchase Warrant from the Company to Steve J. Port (16)
-------------------------------------------------------------------------------------------------------------------------------
10.65          February 16, 2006       Note Purchase Agreement between the Company and Gilbert B. Ross for a $200,000 loan
                                       (16)
-------------------------------------------------------------------------------------------------------------------------------
10.66          February 16, 2006       Convertible Promissory Note from the Company to Gilbert B. Ross for $200,000 (16)
-------------------------------------------------------------------------------------------------------------------------------
10.67          February 16, 2006       Common Stock Purchase Warrant from the Company to Gilbert B. Ross (16)
-------------------------------------------------------------------------------------------------------------------------------
10.68          February 15, 2006       Convertible Promissory Note to CapitalSmart, LLC for $1,000,000 (11)
-------------------------------------------------------------------------------------------------------------------------------
10.69          February 15, 2006       Common Stock Purchase Warrants issued to CapitalSmart, LLC for 625,000 shares (11)
-------------------------------------------------------------------------------------------------------------------------------
10.70          March 13. 2006          Affinity Program Agreement between PetCARE Television Network, Inc. and AAHA (11)
-------------------------------------------------------------------------------------------------------------------------------
10.71          March 23, 2006          Amended Employment Agreement with Philip M. Cohen. (11)
-------------------------------------------------------------------------------------------------------------------------------
10.72          March 30, 2006          Note Purchase Agreement between the Company and William H. Quiros for a $450,000 loan
                                       (16)
-------------------------------------------------------------------------------------------------------------------------------
10.73          March 31, 2006          Convertible Promissory Note from the Company to William H. Quiros for $450,000 (16)
-------------------------------------------------------------------------------------------------------------------------------
10.74          March 31, 2006          Note Purchase Agreement between the Company and Elaine G. Edinburg (14)
-------------------------------------------------------------------------------------------------------------------------------
10.75          March 31, 2006          Convertible Promissory Note from the Company to Elaine G. Edinburg for $10,000 (14)
-------------------------------------------------------------------------------------------------------------------------------
10.76          March 31, 2006          Common Stock Purchase Warrant from the Company to Elaine G. Edinburg (14)
-------------------------------------------------------------------------------------------------------------------------------
10.77          March 31, 2006          Amended Note Purchase Agreement between the Company and Elaine G. Edinburg for a
                                       $10,000 loan (16)
-------------------------------------------------------------------------------------------------------------------------------
10.78          April 1, 2006           Note Purchase Agreement between the Company and Steven J. Port for a $125,000 loan
                                       (16)
-------------------------------------------------------------------------------------------------------------------------------
10.79          April 1, 2006           Convertible Promissory Note from the Company to Steven J. Port for $125,000 (16)
-------------------------------------------------------------------------------------------------------------------------------
10.80          April 1, 2006           Common Stock Purchase Warrant from the Company to Steve J. Port (16)
-------------------------------------------------------------------------------------------------------------------------------
10.81          April 15, 2006          Note Purchase Agreement between the Company and Softrev Partners, Inc. for a $250,000
                                       loan (16)
-------------------------------------------------------------------------------------------------------------------------------
10.82          April 16, 2006          Convertible Promissory Note from the Company to Softrev Partners, Inc. for $250,000
                                       (16)
-------------------------------------------------------------------------------------------------------------------------------
10.83          April 16, 2006          Common Stock Purchase Warrant from the Company to Softrev Partners, Inc. (16)
-------------------------------------------------------------------------------------------------------------------------------
10.84          May 1, 2006             2006 Medical Media Television, Inc. Equity Incentive Plan (16)
-------------------------------------------------------------------------------------------------------------------------------
10.85          June 1, 2006            Secured Promissory Note from the Company to Vicis Capital Master Fund for $50,000 (16)
-------------------------------------------------------------------------------------------------------------------------------
10.85          June 30, 2006           Secured Promissory Note from the Company to Vicis Capital Master Fund for $50,000 (16)
-------------------------------------------------------------------------------------------------------------------------------
10.86          July 26, 2006           Common Stock Purchase Warrant from the Company to William H. Quiros (16)
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
  Exh. No.        Date of Document                                    Description of Document
-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------
<S>            <C>                     <C>
10.87          August 11, 2006         Note Purchase Agreement by and between the Company and Vicis Capital Master Fund for
                                       a $1,302,000 loan (15)
-------------------------------------------------------------------------------------------------------------------------------
10.88          August 11, 2006         10% Secured Convertible Promissory Note from the Company to Vicis Capital Master Fund
                                       for $1,302,000 (15)
-------------------------------------------------------------------------------------------------------------------------------
10.89          August 11, 2006         Stock Pledge and Escrow Agreement by and between the Company and Vicis Capital Master
                                       Fund (15)
-------------------------------------------------------------------------------------------------------------------------------
10.90          August 11, 2006         Registration Rights Agreement by and between the Company and Vicis Capital Master
                                       Fund (15)
-------------------------------------------------------------------------------------------------------------------------------
10.91          August 11, 2006         Security Agreement by and between the Company and Vicis Capital Master Fund (15)
-------------------------------------------------------------------------------------------------------------------------------
10.92          August 11, 2006         Guaranty Agreement by and between PetCARE Television Network, Inc. and Vicis Capital
                                       Master Fund (15)
-------------------------------------------------------------------------------------------------------------------------------
10.93          August 11, 2006         Guaranty Agreement by and between African American Medical Network, Inc. and Vicis
                                       Capital Master Fund (15)
-------------------------------------------------------------------------------------------------------------------------------
10.94          August 11, 2006         Guaranty Agreement by and between KidCARE Medical Television Network, Inc. and Vicis
                                       Capital Master Fund (15)
-------------------------------------------------------------------------------------------------------------------------------
10.95          August 11, 2006         Guarantor Security Agreement by and between PetCARE Television Network, Inc. and
                                       Vicis Capital Master Fund (15)
-------------------------------------------------------------------------------------------------------------------------------
10.96          August 11, 2006         Guarantor Security Agreement by and between African American Medical Network, Inc.
                                       and Vicis Capital Master Fund (15)
-------------------------------------------------------------------------------------------------------------------------------
10.97          August 11, 2006         Guarantor Security Agreement by and between KidCARE Medical Television Network, Inc.
                                       and Vicis Capital Master Fund (15)
-------------------------------------------------------------------------------------------------------------------------------
10.98          August 11, 2006         Second Amended Employment Agreement between the Company and Philip M. Cohen (15)
-------------------------------------------------------------------------------------------------------------------------------
10.99          August 11, 2006         Resignation letter of Randall Maxey (15)
-------------------------------------------------------------------------------------------------------------------------------
10.100         September 1, 2006       Settlement and Termination Agreement between African American Medical Network, Inc.
                                       and Robert Cambridge (17)
-------------------------------------------------------------------------------------------------------------------------------
10.101         September 29, 2006      Extension agreement between the Company and Laurence Wallace (17)
-------------------------------------------------------------------------------------------------------------------------------
10.102         September 29, 2006      Common Stock Purchase Warrant to Laurence Wallace (17)
-------------------------------------------------------------------------------------------------------------------------------
10.103         February 1, 2007        Note Purchase Agreement by and between the Company and Vicis Capital Master Fund for
                                       a $250,000 loan (*)
-------------------------------------------------------------------------------------------------------------------------------
10.104         February 1, 2007        10% Secured Convertible Promissory Note from the Company to Vicis Capital Master Fund
                                       for $250,000 (*)
-------------------------------------------------------------------------------------------------------------------------------
10.105         February 1, 2007        Stock Pledge and Escrow Agreement by and between the Company and Vicis Capital Master
                                       Fund (*)
-------------------------------------------------------------------------------------------------------------------------------
10.106         February 1, 2007        Registration Rights Agreement by and between the Company and Vicis Capital Master
                                       Fund (*)
-------------------------------------------------------------------------------------------------------------------------------
10.107         February 1, 2007        Security Agreement by and between the Company and Vicis Capital Master Fund (*)
-------------------------------------------------------------------------------------------------------------------------------
10.108         February 1, 2007        Guaranty Agreement by and between PetCARE Television Network, Inc. and Vicis Capital
                                       Master Fund (*)
-------------------------------------------------------------------------------------------------------------------------------
10.109         February 1, 2007        Guaranty Agreement by and between African American Medical Network, Inc. and Vicis
                                       Capital Master Fund (*)
-------------------------------------------------------------------------------------------------------------------------------
10.110         February 1, 2007        Guaranty Agreement by and between KidCARE Medical Television Network, Inc. and Vicis
                                       Capital Master Fund (*)
-------------------------------------------------------------------------------------------------------------------------------
10.111         February 1, 2007        Guarantor Security Agreement by and between PetCARE Television Network, Inc. and
                                       Vicis Capital Master Fund (*)
-------------------------------------------------------------------------------------------------------------------------------
10.112         February 1, 2007        Guarantor Security Agreement by and between African American Medical Network, Inc.
                                       and Vicis Capital Master Fund (*)
-------------------------------------------------------------------------------------------------------------------------------
10.113         February 1, 2007        Guarantor Security Agreement by and between KidCARE Medical Television Network, Inc.
                                       and Vicis Capital Master Fund (*)
-------------------------------------------------------------------------------------------------------------------------------
10.114         April 13, 2007          Stock Purchase Agreement with Vicis Capital Master Fund for $250,000 (*)
-------------------------------------------------------------------------------------------------------------------------------
14.1           N/A                     2006 Code of Business Conduct and Ethics (for officers and directors). (11)
-------------------------------------------------------------------------------------------------------------------------------
14.2           N/A                     2006 Code of Ethics (for Financial Executives). (11)
-------------------------------------------------------------------------------------------------------------------------------
14.3           N/A                     2006 Insider Trading Compliance Program (for officers and directors). (11)
-------------------------------------------------------------------------------------------------------------------------------
21.1           April 17, 2007          List of Subsidiaries (*)
-------------------------------------------------------------------------------------------------------------------------------
31.1           April 17, 2007          Certification of Chief Executive Officer of Periodic Report pursuant to Rule 13a-14a
                                       and Rule 14d-14(a). (*)
-------------------------------------------------------------------------------------------------------------------------------
31.2           April 17, 2007          Certification of Principal Financial Officer of Periodic Report pursuant to Rule
                                       13a-14a and Rule 15d-14(a). (*)
-------------------------------------------------------------------------------------------------------------------------------
32.1           April 17, 2007          Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350. (*)
-------------------------------------------------------------------------------------------------------------------------------
32.2           April 17, 2007          Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350. (*)
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

(1)   Previously filed with Registration Statement on Form SB-2 filed on
      November 5, 2003.

(2)   Previously filed with Form 10-KSB for year ended December 31, 2003 filed
      on March 26, 2004.

(3)   Previously filed with Form 10-QSB for period ended March 31, 2004 filed on
      May 14, 2004.

(4)   Previously filed with Form 8-K filed on August 11, 2004.

(5)   Previously filed with Form 10-QSB for period ended June 30, 2004 filed on
      August 18, 2004.

(6)   Previously filed with Form 10-KSB for year ended December 31, 2004 filed
      on March 31, 2005.

(7)   Previously filed with Form 10-QSB for period ended March 31, 2005 filed on
      May 16, 2005.

(8)   Previously filed with Form 10-QSB for period ended June 30, 2005 filed on
      September 9, 2005.

(9)   Previously filed with Form 10-QSB for period ended September 30, 2005
      filed on November 21, 2005.

(10)  Previously filed with Form 8-K filed on December 7, 2005.

(11)  Previously filed with Form 10-K for year ended December 31, 2005 filed on
      March 30, 2006.

(12)  Previously filed with Form 8-K filed on January 31, 2006.

(13)  Previously filed with Form SB-2 filed on February 10, 2006.

(14)  Previously filed with Form 10-QSB for period ended March 31, 2006 filed on
      May 15, 2006.

(15)  Previously filed with Form 8-K filed on August 17, 2006.

(16)  Previously filed with Form 10-QSB for period ended June 30, 2006 filed on
      August 21, 2006.

(17)  Previously filed with Form 10-QSB for period ended September 30, 2006
      filed on November 20, 2006.

*     Filed herewith.

<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees. We incurred aggregate fees and expenses of approximately $42,000,
$27,186, and $18,493 from Baumann, Raymondo & Company, P.A. for the 2006, 2005
and 2004 fiscal years respectively. Such fees were primarily for work completed
for our annual audits, quarterly reviews, and SB-2 Registration Statement. Other
Audit-Related Fees: None.

Tax Fees. We incurred no fees from Baumann, Raymondo & Company, P.A. for the
2006, 2005, and 2004 fiscal years for professional services rendered for tax
compliance, tax advice, and tax planning.

All Other Fees. We incurred no other fees from Baumann, Raymondo & Company, P.A.
for the 2006, 2005, and 2004 fiscal years. The Board of Directors, acting as the
Audit Committee considered whether, and determined that, the auditor's provision
of non-audit services was compatible with maintaining the auditor's
independence. All of the services described above for fiscal years 2006, 2005
and 2004 were approved by the Board of Directors pursuant to its policies and
procedures. We intend to continue using Baumann, Raymondo & Company, P.A. solely
for audit and audit-related services, and as needed for tax consultation and tax
compliance services, and due diligence in acquisitions.

All audit related services, tax planning and other services were pre-approved by
the Audit Committee, which concluded that the provision of such services by the
Company's auditors was compatible with the maintenance of that firm's
independence in the conduct of its auditing functions. The policy of the Audit
Committee provides for pre-approval of these services on an annual basis and on
individual engagements if minimum thresholds are exceeded. The Audit Committee
may delegate to one or more of its members pre-approval authority with respect
to permitted services.

<PAGE>


                          INDEX TO FINANCIAL STATEMENTS

-------------------------------------------------------------------------------
                                                                           Page
-------------------------------------------------------------------------------
Report of Independent Registered Public Accounting Firm                     F-1
-------------------------------------------------------------------------------
Balance Sheet as of December 31, 2006                                       F-2
-------------------------------------------------------------------------------
Statements of Operations for the years ended December 31, 2006 and          F-3
2005 and From Inception (October 2, 1989) to December 31. 2006
-------------------------------------------------------------------------------
Statements of Cash Flows for the years ended December 31, 2006 and          F-4
2005 and From Inception (October 2, 1989) to December 31. 2006
-------------------------------------------------------------------------------
Statements of Stockholders' Deficit for the years ended December 31, 2006   F-5
and 2005 and from Inception (October 2, 1989) to December 31. 2006
-------------------------------------------------------------------------------
Notes to Financial Statements                                               F-6
-------------------------------------------------------------------------------
<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Medical Media Television, Inc.
Tampa, Florida

We have audited the consolidated balance sheet of Medical Media Television, Inc.
and subsidiaries as of December 31, 2006, and the related consolidated
statements of operations, statements of stockholders' equity and statements of
cash flows for the years ending December 31, 2006 and 2005, and for the period
from inception (October 2, 1989) to December 31, 2006. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provided a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Medical Media
Television, Inc. and subsidiaries as of December 31, 2006, and the results of
their operations and cash flows for the years ending December 31, 2006 and 2005,
and for the period from inception (October 2, 1989) to December 31, 2006, in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note A, the Company
has been in the development stage since its inception on October 2, 1989.
Realization of a major portion of the assets is dependent upon the Company's
ability to meet its future financing requirements, and the success of future
operations. These factors raise substantial doubt about the Company's ability to
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


/s/ Baumann, Raymondo & Company PA
BAUMANN, RAYMONDO & Company PA

April 10, 2007
Tampa, Florida

                                      F-1
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2006

<TABLE>
<CAPTION>
                                     ASSETS
<S>                                                                          <C>
Current assets:
      Cash                                                                   $      1,722
      Accounts receivable                                                          32,135
      Prepaid expenses and other current assets                                    33,810
                                                                             ------------
         Total current assets                                                      67,667
                                                                             ------------

Fixed assets:
      Computer equipment                                                           18,473
      Leasehold improvements                                                        6,196
                                                                             ------------
                                                                                   24,669
      Less accumulated depreciation                                                17,444
                                                                             ------------
         Total fixed assets                                                         7,225
                                                                             ------------

Other assets:
      Intangible assets                                                           220,834
      Security deposits                                                             7,596
                                                                             ------------
         Total other assets                                                       228,430
                                                                             ------------
         Total assets                                                        $    303,322
                                                                             ============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
      Accounts payable                                                       $    509,633
      Accrued expenses and other current liabilities                              939,145
      Deferred revenue                                                             24,212
      Note payable                                                                505,000
      Notes payable to stockholders                                             1,636,999
                                                                             ------------
         Total current liabilities                                              3,614,989
                                                                             ------------

Long-term liabilities
      Note payable                                                                450,000
      Note payable to stockholder                                               1,185,653
      Deferred revenue-long-term                                                    5,212
      Commitments and contingencies                                                    --
                                                                             ------------
         Total long-term liabilities                                            1,640,865
                                                                             ------------
         Total liabilities                                                      5,255,854
                                                                             ------------

      Stockholders' deficit:
       Preferred stock - $1.00 stated value; 25,000,000 shares authorized;
        1,682,044 Series A Zero Coupon, shares issued and outstanding,
        2,612,329 Series B Zero Coupon, shares issued and outstanding,
        and 26,814 Series C Zero Coupon, shares issued and outstanding          4,321,187
       Common stock - par value $.0005; 100,000,000 shares authorized;
        21,121,302 shares issued and outstanding                                   10,561
       Additional paid-in capital                                               1,221,035
       Accumulated deficit during development stage                           (10,505,315)
                                                                             ------------
         Total stockholders' deficit                                           (4,952,532)
                                                                             ------------
         Total liabilities and stockholders' deficit                         $    303,322
                                                                             ============
</TABLE>

The accompanying Notes to Consolidated Financial Statements are an integral part
                         of these financial statements.


                                      F-2
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
              FROM INCEPTION (OCTOBER 2, 1989) to DECEMBER 31, 2006

<TABLE>
<CAPTION>
                                                                                From
                                                                             Inception to
                                                      December 31,           December 31,
                                             ---------------------------
                                                 2006            2005            2006
                                             ------------    ------------    ------------
<S>                                          <C>             <C>             <C>
Revenues                                     $    371,734    $    124,764    $    572,266
Cost of revenues                                   54,242          34,569          97,973
                                             ------------    ------------    ------------
Gross profit                                      317,492          90,195         474,293
                                             ------------    ------------    ------------
Operating expenses:
    DVD production costs                          286,420         146,086         810,486
    General and administration                  1,171,155         878,474       4,439,815
    Sales and marketing                           992,699         660,985       2,824,385
    Depreciation and amortization                  85,963           6,257         241,701
                                             ------------    ------------    ------------
       Total operating expense                  2,536,237       1,691,802       8,316,387
                                             ------------    ------------    ------------
Operating loss                                 (2,218,745)     (1,601,607)     (7,842,094)
                                             ------------    ------------    ------------
Other income and (expense)
    Interest expense                             (477,184)       (365,006)     (1,399,254)
    Interest income                                   175             358           2,040
    Other income                                      489             953           2,928
    Disposal of fixed assets                       (1,723)             --          (1,723)
    Impairment of goodwill                     (1,271,037)             --      (1,271,037)
    Gain on sale of subsidiary                         --              --           2,421
                                             ------------    ------------    ------------
       Total other income (expense)            (1,749,280)       (363,695)     (2,664,625)
                                             ------------    ------------    ------------
Loss before extraordinary items                (3,968,025)     (1,965,302)    (10,506,719)
    Gain on extinguishment of debt                     --              --           1,404
                                             ------------    ------------    ------------
Loss before taxes                              (3,968,025)     (1,965,302)    (10,505,315)
    Provision for income taxes                         --              --              --
                                             ------------    ------------    ------------
Net loss                                     $ (3,968,025)   $ (1,965,302)   $(10,505,315)
                                             ============    ============    ============
Net loss per share, basic and diluted        $      (0.19)   $      (0.53)   $      (5.57)
                                             ============    ============    ============
Weighted average shares, basic and diluted     21,083,877       3,703,080       1,887,704
                                             ============    ============    ============
</TABLE>

The accompanying Notes to Consolidated Financial Statements are an integral part
                         of these financial statements.


                                      F-3
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
      FOR PERIOD FROM INCEPTION (OCTOBER 2, 1989) THROUGH DECEMBER 31, 2006

<TABLE>
<CAPTION>
                                                  Preferred Stock                Common Stock
                                            --------------------------    --------------------------
                                              Shares          Amount         Shares        Amount
                                            -----------    -----------    -----------    -----------
<S>                                         <C>            <C>            <C>            <C>
Issuance of $0.01 par value common
 shares to an individual for a note                  --    $        --          1,000    $       100
Payment of subscription receivable                   --             --             --             --
Stock split 2,000:1 and change par                   --             --             --             --
 value from $0.01 to $0.0005                         --             --      1,999,000            900
                                            -----------    -----------    -----------    -----------

Balance, December 31, 1996                           --             --      2,000,000          1,000

Repurchase of shares                                 --             --             --             --
Issuance of common stock                             --             --      2,476,000          1,238
                                            -----------    -----------    -----------    -----------

Balance, December 31, 1997                           --             --      4,476,000          2,238

Net loss                                             --             --             --             --
                                            -----------    -----------    -----------    -----------

Balance, December 31, 1998                           --             --      4,476,000          2,238
                                            -----------    -----------    -----------    -----------

Balance, December 31, 1999                           --             --      4,476,000          2,238

Shares issued in connection
 with merger with Y2K Recording, Inc.                --             --      1,025,000            513
Net income                                           --             --             --             --
                                            -----------    -----------    -----------    -----------

Balance, December 31, 2000                           --             --      5,501,000          2,751

Shares issued in connection
 with merger with Savage Mojo, Inc.                  --             --      8,000,000          4,000
Shares issued for services                           --             --         10,000              5
Contributed capital                                  --             --             --             --
Net loss                                             --             --             --             --
                                            -----------    -----------    -----------    -----------

Balance, December 31, 2001                           --             --     13,511,000          6,756

Series A shares sold in private placement        47,750         95,500             --             --
Retire treasury stock                                --             --     (1,725,000)          (863)
Shares issued as premium for notes                   --             --      2,939,553          1,470
Shares issued for Cohen employment
 agreement                                           --             --        748,447            374
Cancellation of outstanding stock
 returned by M. Klimes                               --             --     (4,000,000)        (2,000)
Shares issued for services                           --             --        312,000            156
Payment of subscription receivable                   --             --             --             --
Write off of subscription receivable                 --             --             --             --
Net loss                                             --             --             --             --
                                            -----------    -----------    -----------    -----------

Balance, December 31, 2002                       47,750         95,500     11,786,000          5,893

Shares issued for services                           --             --         50,000             25
Series A shares sold in private placement        53,500        107,000             --             --
Series B shares sold in private placement         1,000          2,000             --             --
Net loss                                             --             --             --             --
                                            -----------    -----------    -----------    -----------

Balance, December 31, 2003                      102,250        204,500     11,836,000          5,918

Conversion of Series A to common               (101,250)      (202,500)       525,959            263
Cancellation and refund of Series B              (1,000)        (2,000)            --             --
Shares issued for services                           --             --        372,583            186
Shares issued for debt                               --             --        357,143            179
Net loss                                             --             --             --             --
                                            -----------    -----------    -----------    -----------

Balance, December 31, 2004                           --             --     13,091,685          6,546

Effects of 30: 1 reverse stock split                 --             --    (12,654,986)        (6,327)
Issuance of dividend shares                          --             --        872,779            436
Conversion of debt to preferred               4,303,000      4,303,000             --             --
Acquisition of African American
 Medical Network, Inc.                               --             --     19,415,626          9,708
Net loss                                             --             --             --             --
                                            -----------    -----------    -----------    -----------
Balance, December 31, 2005                    4,303,000      4,303,000     20,725,104         10,363

Shares issued for services                           --             --        250,361            125
Warrants exercised                                   --             --        145,837             73
Conversion of debt to preferred                  18,187         18,187             --             --
Net loss                                             --             --             --             --
                                            -----------    -----------    -----------    -----------

Balance, December 31, 2006                    4,321,187    $ 4,321,187     21,121,302    $    10,561
                                            ===========    ===========    ===========    ===========
</TABLE>


<TABLE>
<CAPTION>
                                                                             Accumulated
                                                                               Deficit
                                             Additional                        during
                                              Paid-in       Subscription     Development
                                              Capital        Receivable         Stage
                                            ------------    ------------    ------------
<S>                                         <C>             <C>             <C>
Issuance of $0.01 par value common
 shares to an individual for a note         $      1,900    $     (2,000)   $         --
Payment of subscription receivable                    --           1,885              --
Stock split 2,000:1 and change par                    --              --              --
 value from $0.01 to $0.0005                        (900)             --              --
                                            ------------    ------------    ------------

Balance, December 31, 1996                         1,000            (115)             --

Repurchase of shares                                  --              --              --
Issuance of common stock                           3,762          (5,000)             --
                                            ------------    ------------    ------------

Balance, December 31, 1997                         4,762          (5,115)             --

Net loss                                              --              --          (2,867)
                                            ------------    ------------    ------------

Balance, December 31, 1998                         4,762          (5,115)         (2,867)
                                            ------------    ------------    ------------

Balance, December 31, 1999                         4,762          (5,115)         (2,867)

Shares issued in connection
 with merger with Y2K Recording, Inc.                 --              --              --
Net income                                            --              --             434
                                            ------------    ------------    ------------

Balance, December 31, 2000                         4,762          (5,115)         (2,433)

Shares issued in connection
 with merger with Savage Mojo, Inc.                   --              --              --
Shares issued for services                           995              --              --
Contributed capital                                5,672              --              --
Net loss                                              --              --         (57,151)
                                            ------------    ------------    ------------

Balance, December 31, 2001                        11,429          (5,115)        (59,584)

Series A shares sold in private placement             --              --              --
Retire treasury stock                             (4,137)             --              --
Shares issued as premium for notes                    --              --              --
Shares issued for Cohen employment
 agreement                                        74,471              --              --
Cancellation of outstanding stock
 returned by M. Klimes                                --              --              --
Shares issued for services                        31,044              --              --
Payment of subscription receivable                    --           5,000              --
Write off of subscription receivable                  --             115              --
Net loss                                              --              --        (498,888)
                                            ------------    ------------    ------------

Balance, December 31, 2002                       112,807              --        (558,472)

Shares issued for services                         4,975              --              --
Series A shares sold in private placement             --              --              --
Series B shares sold in private placement             --              --              --
Net loss                                              --              --      (1,825,313)
                                            ------------    ------------    ------------

Balance, December 31, 2003                       117,782              --      (2,383,785)

Conversion of Series A to common                 202,237              --              --
Cancellation and refund of Series B                   --              --              --
Shares issued for services                       101,828              --              --
Shares issued for debt                           249,821              --              --
Net loss                                              --              --      (2,188,203)
                                            ------------    ------------    ------------

Balance, December 31, 2004                       671,668              --      (4,571,988)

Effects of 30: 1 reverse stock split               6,327              --              --
Issuance of dividend shares                         (436)             --              --
Conversion of debt to preferred                       --              --              --
Acquisition of African American
 Medical Network, Inc.                           420,879              --              --
Net loss                                              --              --      (1,965,302)
                                            ------------    ------------    ------------
Balance, December 31, 2005                     1,098,438              --      (6,537,290)

Shares issued for services                        98,560              --              --
Warrants exercised                                24,037              --              --
Conversion of debt to preferred                       --              --              --
Net loss                                              --              --      (3,968,025)
                                            ------------    ------------    ------------

Balance, December 31, 2006                  $  1,221,035    $         --    $(10,505,315)
                                            ============    ============    ============
</TABLE>


<TABLE>
<CAPTION>
                                                  Treasury Stock
                                            ---------------------------
                                               Shares         Amount         Total
                                            ------------   ------------   ------------
<S>                                         <C>            <C>            <C>
Issuance of $0.01 par value common
 shares to an individual for a note         $         --   $         --   $         --
Payment of subscription receivable                    --             --          1,885
Stock split 2,000:1 and change par                    --             --             --
 value from $0.01 to $0.0005                          --             --             --
                                            ------------   ------------   ------------

Balance, December 31, 1996                            --             --          1,885

Repurchase of shares                          (1,725,000)        (5,000)        (5,000)
Issuance of common stock                               .             --             --
                                            ------------   ------------   ------------

Balance, December 31, 1997                    (1,725,000)        (5,000)        (3,115)

Net loss                                              --             --         (2,867)
                                            ------------   ------------   ------------

Balance, December 31, 1998                    (1,725,000)        (5,000)        (5,982)
                                            ------------   ------------   ------------

Balance, December 31, 1999                    (1,725,000)        (5,000)        (5,982)

Shares issued in connection
 with merger with Y2K Recording, Inc.                 --             --            513
Net income                                            --             --            434
                                            ------------   ------------   ------------

Balance, December 31, 2000                    (1,725,000)        (5,000)        (5,035)

Shares issued in connection
 with merger with Savage Mojo, Inc.                   --             --          4,000
Shares issued for services                            --             --          1,000
Contributed capital                                   --             --          5,672
Net loss                                              --             --        (57,151)
                                            ------------   ------------   ------------

Balance, December 31, 2001                    (1,725,000)        (5,000)       (51,514)

Series A shares sold in private placement             --             --         95,500
Retire treasury stock                          1,725,000          5,000             --
Shares issued as premium for notes                    --             --          1,470
Shares issued for Cohen employment
 agreement                                            --             --         74,845
Cancellation of outstanding stock
 returned by M. Klimes                                --             --         (2,000)
Shares issued for services                            --             --         31,200
Payment of subscription receivable                    --             --          5,000
Write off of subscription receivable                  --             --            115
Net loss                                              --             --       (498,888)
                                            ------------   ------------   ------------

Balance, December 31, 2002                            --             --       (344,272)

Shares issued for services                            --             --          5,000
Series A shares sold in private placement             --             --        107,000
Series B shares sold in private placement             --             --          2,000
Net loss                                              --             --     (1,825,313)
                                            ------------   ------------   ------------

Balance, December 31, 2003                            --             --     (2,055,585)

Conversion of Series A to common                      --             --             --
Cancellation and refund of Series B                   --             --         (2,000)
Shares issued for services                            --             --        102,014
Shares issued for debt                                --             --        250,000
Net loss                                              --             --     (2,188,203)
                                            ------------   ------------   ------------

Balance, December 31, 2004                            --             --     (3,893,774)

Effects of 30: 1 reverse stock split                  --             --             --
Issuance of dividend shares                           --             --             --
Conversion of debt to preferred                       --             --      4,303,000
Acquisition of African American
 Medical Network, Inc.                                --             --        430,587
Net loss                                              --             --     (1,965,302)
                                            ------------   ------------   ------------
Balance, December 31, 2005                            --             --     (1,125,489)

Shares issued for services                            --             --         98,685
Warrants exercised                                    --             --         24,110
Conversion of debt to preferred                       --             --         18,187
Net loss                                              --             --     (3,968,025)
                                            ------------   ------------   ------------

Balance, December 31, 2006                  $         --   $         --   $ (4,952,532)
                                            ============   ============   ============
</TABLE>

The accompanying Notes to Consolidated Financial Statements are an integral part
                         of these financial statements.


                                      F-4
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
              FROM INCEPTION (OCTOBER 2, 1989) to DECEMBER 31, 2006

<TABLE>
<CAPTION>
                                                                                                        From
                                                                             December 31,           Inception to
                                                                    ----------------------------    December 31,
                                                                        2006            2005            2006
                                                                    ------------    ------------    ------------
<S>                                                                 <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITES
    Net loss                                                        $ (3,968,025)   $ (1,965,302)   $(10,505,315)
    Adjustments to reconcile net loss to net cash flows from
     operating activities:
      Depreciation and amortization expense                               85,431           6,257         104,243
      Impairment of goodwill                                           1,271,037              --       1,271,037
      Cash from acquisition of African American Medical
       Network, Inc.                                                          --           2,104           2,104
      Gain on sale of subsidiary                                              --              --          (2,421)
      Gain on extinguishment of debt                                          --              --          (1,404)
      Common stock issued for services                                    98,685              --         204,730
      Preferred stock issued for debt                                     18,187         607,044         625,231
      Bad debt expense                                                        --         (10,000)            115
      Changes in assets and liabilities:
        Accounts receivable                                              (32,135)         19,470         (32,135)
        Prepaid expenses                                                   2,050          41,515         (33,946)
        Other receivables                                                    150          66,255          65,671
        Security deposits                                                     --              --          (7,596)
        Accounts payable                                                 (20,542)         63,699         101,008
        Accrued expenses and other current liabilities                   440,200          75,542         933,235
                                                                    ------------    ------------    ------------
Net cash flows (used) in operating activities                         (2,104,962)     (1,093,416)     (7,275,443)
                                                                    ------------    ------------    ------------
CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of equipment                                                 (1,143)         (7,066)         (1,143)
    Disposal of equipment                                                  2,255              --         (21,772)
                                                                    ------------    ------------    ------------
Net cash flows (used) in investing activities                              1,112          (7,066)        (22,915)
                                                                    ------------    ------------    ------------
CASH FLOWS FROM FINANCING ACTIVITIES
 Common stock issued for cash                                                 --              --          14,185
 Common stock issued for exercise of warrants                             24,109              --          24,109
 Preferred stock issued (redeemed)                                            --              --         202,500
 Proceeds from notes payable                                             685,000              --         685,000
 Proceeds from notes payable from stockholders-net                     1,321,215       1,156,937       6,374,286
                                                                    ------------    ------------    ------------
Net cash flows provided by financing activities                        2,030,324       1,156,937       7,300,080
                                                                    ------------    ------------    ------------
Decrease in cash                                                         (73,526)         56,455           1,722
Cash, beginning of period                                                 75,248          18,793              --
                                                                    ------------    ------------    ------------
Cash, end of period                                                 $      1,722    $     75,248    $      1,722
                                                                    ============    ============    ============
               SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest                                              $    228,348    $      3,763    $    237,813
                                                                    ============    ============    ============
Acquisition of African American Medical Network, Inc.               $         --    $  1,571,037    $  1,571,037
                                                                    ============    ============    ============
Common stock issued for debt                                        $         --    $         --    $    250,000
                                                                    ============    ============    ============
Preferred stock issued for debt                                     $         --    $  3,695,956    $  3,695,956
                                                                    ============    ============    ============
</TABLE>


The accompanying Notes to Consolidated Financial Statements are an integral part
                         of these financial statements.


                                      F-5
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               DECEMBER 31, 2006

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Medical Media Television, Inc. ("Medical Media" or the "Company"; references to
"we," "our" or "us" also mean the Company) is a Florida corporation organized on
October 2, 1989. We are a development stage company focused on developing,
establishing, marketing, and distributing educational programming on a monthly
basis to participating subscribers to our veterinary network, our medical
network directed to the African American population, and our pediatric network.
Our educational programming is obtained through an annual subscription and is
funded, in part, by commercial advertisers who benefit from an effective and
convenient advertising medium to target their goods and services to consumer
patients. Our goal is to be recognized as a leading provider of
advertiser-supported medical education programming for patients and clients
within the place-based media environment of medical specialty offices
nationwide.

We provide advertiser-supported patient/parent/client medical education
programming within the place-based media environment of medical specialty
offices nationwide. We have three wholly owned subsidiaries: (1) PetCARE
Television Network, Inc. ("PetCARE TV"), (2) African American Medical Network,
Inc. ("African American Medical Network"); and (3) KidCARE Medical Television
Network, Inc. ("KidCARE TV"). As discussed in more detail below, each of our
subsidiaries targets a different consumer base.

Medical Media produces monthly DVD magazines that are distributed to the
participating subscribers of PetCARE TV and African American Medical Network. We
plan to provide monthly programming for KidCARE TV either through monthly
updated DVD magazines or through direct video streaming at each subscribing
location. Programming is funded, in part, by commercial advertisers that are
reviewed and approved by the advisory boards serving each subsidiary. Our
programming is obtained through an annual subscription with updated programming
provided directly to the subscribers.

PetCARE TV

PetCARE TV's goal is to provide animal health and welfare education to a large
number of consumers of pet products and services while serving as a unique
advertising medium for companies that market those goods and services. Our
educational programming is currently aired in veterinary practices across the
U.S., Canada, Puerto Rico, and Australia where it is viewed by an estimated 6
million pet owners each month. Each month PetCARE TV provides an updated DVD
magazine focused on optimal healthcare for animal companions. PetCARE TV also
sells an instructional DVD to veterinarians for them to give to their clients,
entitled "Welcome Home Your New Friend".

African American Medical Network

African American Medical Network's goal is to provide educational programming to
doctor's offices nationwide serving African American patients, and to provide an
advertising medium for commercial advertisers to target their goods and services
to these consumer patients. Our educational programming currently airs in
hundreds of physician offices across the U.S. and is targeted to the patients of
the more than 15,000 doctors who serve the majority of the 35 million U.S.
African Americans.

          Read Report of Independent Registered Public Accounting Firm


                                      F-6
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               DECEMBER 31, 2006

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Nature of Operations (Continued)

KidCARE TV

KidCARE TV will target parent consumers in pediatric waiting rooms nationwide.
KidCARE TV is not yet operational, but plans to establish a collaborative
interaction with the viewing audience through its short informational segments
developed to create awareness about preventative health measurers along with
specific childhood illnesses and issues. These segments are designed to
stimulate the viewer to seek further guidance from their pediatrician.
Interspersed throughout the segments, promotional pieces will appear
demonstrating related health care items. KidCARE TV's primary target for
subscribership will be members of the American Academy of Pediatrics. KidCARE TV
also sells an instructional DVD to physicians for them to give to their new
parents entitled "Welcome Home Your New Baby."

Basis of Accounting

Medical Media maintains its financial records and financial statements on the
accrual basis of accounting. The accrual basis of accounting provides for a
better matching of revenues and expenses.

Consolidation

The Company combines its three wholly owned subsidiaries, PetCARE TV, African
American Medical Network, and KidCARE TV, into its consolidate financials,
eliminating all inter-company transactions.

Cash and Cash Equivalents

For purposes of the Consolidated Statements of Cash Flows, Medical Media
considers amounts held by financial institutions and short-term investments with
an original maturity of 90 days or less to be cash and cash equivalents.

Fiscal Year

Medical Media elected December 31 as its fiscal year.

Revenue Recognition

The Company generates revenue from three primary sources, namely advertisers on
its DVD magazines (the "Advertisers"), subscribers to its network (the
"Subscribers"), and the sale of our educational take-home DVDs, Your New Friend,
Your Senior Pet, Your Better Health, and Your New Baby. With regard to
Advertisers, the Company recognizes revenue over the periods in which the
advertisers' commercials appear on its DVD magazine. With regard to Subscribers,
revenue is recognized proportionately over the length of the subscription
agreement entered into by the Subscribers. With regard to our take-home DVDs,
revenue is recognized in the period the DVDs are shipped. The accounting for
these sales for the year ended December 31, 2006 reflects the treatment of EITF
00-21, Revenue Recognition with Multiple Deliverables.

          Read Report of Independent Registered Public Accounting Firm


                                      F-7
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               DECEMBER 31, 2006

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue Recognition (Continued)

Our primary source of revenue is the sale of annual subscriptions of our
programming with the revenue generated therefrom allocated over the life of the
subscription. We distribute our programming through DVD magazines that are
replicated and mailed on a monthly basis. Our production costs are in the
development of all the content contained on all the DVDs provided under the
subscription, not in development of a salable individual DVD item. The costs
associated with our programming includes the costs of production (shooting the
segments, editing, mastering content), and the cost of replication and delivery
of each monthly DVD magazine. Accordingly, these costs are expensed when
incurred.

In 2006, we began marketing a line of stand-alone DVDs that are sold
individually and independent of our subscriptions.

Goodwill and Other Intangible Assets

Goodwill and other intangible assets are evaluated for impairment based upon the
expected financial benefits to be realized from the particular asset being
evaluated. Certain intangible costs such as organizational costs are amortized
over a fixed life while goodwill is evaluated for impairment every year. At
December 31, 2006, the Company made a determination that due to its inability to
sell subscriptions to its African American Medical Network that were anticipated
as part of the acquisition, goodwill was fully impaired resulting in a write-off
of $1,271,037.

Stock Based Compensation

The Company follows the requirements of SFAS 123(R), Share Based Payments with
regard to stock based compensation issued to both employees and non-employees.
The Company has various employment agreements and consulting arrangements that
call for stock to be awarded to the employees and consultants at various times
as compensation and periodic bonuses. The expense for this stock based
compensation is equal to the fair value of the stock that was determined by
using the closing trading price on the day the stock was awarded multiplied by
the number of shares awarded.

Income Taxes

Medical Media records its federal and state tax liability in accordance with
Financial Accounting Standards Board Statement No. 109 "Accounting for Income
Taxes". The deferred taxes payable are recorded for temporary differences
between the recognition of income and expenses for tax and financial reporting
purposes, using current tax rates. Deferred assets and liabilities represent the
future tax consequences of those differences, which will either be taxable or
deductible when the assets and liabilities are recovered or settled.

          Read Report of Independent Registered Public Accounting Firm


                                      F-8
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               DECEMBER 31, 2006

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income Taxes (Continued)

Since its inception, Medical Media has an accumulated loss of $10,505,315 for
income tax purposes, which can be used to offset future taxable income through
2026. The potential tax benefit of this loss is as follows:

      Future tax benefit             $3,939,493
      Valuation allowance            (3,939,493)
                                     -----------

      Future tax benefit              $      -
                                     ===========

As of December 31, 2006, the Company recorded a valuation allowance of
$3,939,493 on the deferred tax assets to reduce it to zero. Realization of
deferred tax assets is dependent upon sufficient future taxable income during
the period that deductible temporary differences and carry forwards are expected
to be available to reduce taxable income. Due to uncertainty regarding future
income to offset the loss carry forward, Management has made an allowance for
the entire deferred tax asset.

Intangible Assets

The Company has two intangible assets related to the acquisition of African
American Medical Network, namely the customer base and employment relationships
which include covenants not to compete with the company. The customer base is
being amortized over three years beginning on January 1, 2006 and total
amortization in 2006 was $66,667. The remaining balance of $133,333 is amortized
over 2007 and 2008. The employment relationships are being amortized over eight
years beginning on January 1, 2006 and total amortization in 2006 was $12,500.
The remaining balance of $87,500 is amortized over 2007 through 2013.

Advertising Costs

Medical Media expenses the production costs of advertising the first time the
advertising takes place.

Fixed Assets

Medical Media's fixed assets consist of computer equipment and leasehold
improvements. Computer equipment is depreciated over three years on a straight
line basis and leasehold improvements are depreciated on a straight line basis
over the life of the current lease (38 months).

Use of Estimates

Our financial statements have been prepared in accordance with accounting
principles generally accepted in the United States. The preparation of these
financial statements requires us to make significant estimates and judgments
that affect the reported amounts of assets, liabilities, revenues, expenses and
related disclosure of contingent assets and liabilities. We evaluate our
estimates, including those related to contingencies, on an ongoing basis. We
base our estimates on historical experience and on various other assumptions
that are believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions.

          Read Report of Independent Registered Public Accounting Firm


                                      F-9
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               DECEMBER 31, 2006

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Going Concern

We currently are a development stage company under the provisions of SFAS No. 7,
and have negative cash flows from operations and no established source of
revenue. The foregoing matters raise substantial doubt about the ability of our
Company to continue as a going concern. Management believes the current cash on
hand and anticipated revenues may not be sufficient to retire the full amount of
the obligations that mature during the next twelve months. As such, the Company
may seek external sources to satisfy these obligations. Failure to obtain such
funding would have a material adverse effect on the Company's results of
operations and financial condition.

NOTE B - MERGERS AND ACQUISITIONS

On May 11, 2005 the Company executed a Merger Agreement (the "Merger Agreement")
by and among AFMN, African American Medical Network, and AAMN Acquisition Sub,
Inc. whereby the Company would acquire 100% of the capital stock of African
American Medical Network in exchange for 14,865,657 shares of our Common Stock.
Pursuant to the terms of the Merger Agreement, AAMN Acquisition Sub would be
merged with and into African American Medical Network, and AFMN would receive
the aforementioned shares of Medical Media in exchange for all of the
outstanding shares of capital stock of African American Medical Network owned by
AFMN.

On November 16, 2005, the Company executed a First Amendment to Merger Agreement
by and among the Company, AFMN, African American Medical Network, and AAMN
Acquisition Sub, whereby the parties amended the Merger Agreement dated May 11,
2005 to reflect the following material items; (i) Medical Media would issue
19,415,626 shares of its restricted common stock to AFMN in exchange for 100% of
the outstanding shares of African American Medical Network; (ii) Medical Media
would file, as soon as practicable, an appropriate registration statement with
the Securities and Exchange Commission registering the Medical Media Common
Stock issued to AFMN pursuant to the Merger. In addition to the foregoing, AFMN
agreed to distribute the Medical Media Common Stock pro-rata to its shareholders
of record as of November 16, 2005; (iii) prior to registration of the Medical
Media Common Stock issued to AFMN pursuant to the Merger, the parties agreed
that the Medical Media Common Stock would be held in escrow along with
distribution instructions to effect the pro-rata distribution referenced in the
preceding paragraph. The parties further agreed that, while the Medical Media
Common Stock is held in escrow, Philip Cohen, Chairman, President and CEO of
Medical Media, would hold sole voting rights over the shares pursuant to an
irrevocable proxy delivered by AFMN to Mr. Cohen; and (iv) all issued and
outstanding convertible securities of AFMN would be exchanged for equivalent
convertible securities of Medical Media on a one-for-one basis and all issued
and outstanding warrants to purchase AFMN common stock would be exchanged for
equivalent Medical Media warrants on a one-for-one basis, with all convertible
securities and warrants exchanged governed by the same terms and conditions as
were applicable to the securities prior to the effective date of the Merger.
Also on November 16, 2005, the parties consummated the Merger in accordance with
the terms of the Merger Agreement and the First Amendment to Merger Agreement.
In connection with the same, the parties filed Articles of Merger with the
Florida Department of State whereby AAMN Acquisition Sub was merged with and
into African American Medical Network, with African American Medical Network
being the surviving entity. As a result of the Merger, African American Medical
Network is now a wholly owned subsidiary of Medical Media. Pursuant to the
Merger Agreement, as amended, Medical Media issued 19,415,626 shares of its
restricted Common Stock to AFMN in exchange for 100% of the outstanding shares
of African American Medical Network. The Company issued the Medical Media Common
Stock in the name of AFMN and deposited the same in escrow pending the
registration of the Medical Media Common Stock under the Securities Act of 1933.
The Medical Media Common Stock issued to AFMN pursuant to the Merger Agreement
was issued in reliance upon the exemption from registration provided by Section
4(2) of the Securities Act of 1933, as amended.

          Read Report of Independent Registered Public Accounting Firm


                                      F-10
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               DECEMBER 31, 2006

NOTE B - MERGERS AND ACQUISITIONS (Continued)

The following table summarizes the estimated fair values of the assets acquired
and liabilities assumed at the date of acquisition. The values assigned to
Goodwill and Intangible Assets were determined by an independent third-party
valuation.

                 Current assets                     $    67,638
                 Computer equipment                       2,255
                 Intangible assets (customer base)      200,000
                 Intangible assets (non-compete)        100,000
                 Goodwill                             1,271,037
                 TOTAL ASSETS ACQUIRED                1,640,930
                                                    -----------
                 Current liabilities                  1,210,545
                 TOTAL LIABILITIES ASSUMED            1,210,545
                                                    -----------
                 NET ASSETS ACQUIRED                $   430,385
                                                    -----------

NOTE C - COMMON AND PREFERRED STOCK

Start of trading on the OTC Bulletin Board

On February 2, 2004, Medical Media's common stock began trading on the
OTC-Bulletin Board under the symbol PTNW. There is a limited public trading
market for its common stock and a regular, more active trading market may not
develop, or if developed, may not be sustained. Currently, the Company's Common
Stock trades under the symbol "MMTV".

Common Stock

On May 10, 2005, the Company issued a dividend of two (2) shares of the
Company's restricted Common Stock for each share of Common Stock held by
shareholders of record as of May 10, 2005 with the payment date being May 17,
2005.

On November 16, 2005, pursuant to the terms of the Merger Agreement, as amended,
the Company issued 19,415,626 shares of its restricted Common Stock to AFMN in
exchange for 100% of the outstanding shares of African American Medical Network.

On January 10, 2006, the Company issued 10,000 shares of its restricted Common
Stock to each member of the PetCARE TV Veterinary Advisory Board in their
advisory capacities, for an aggregate of 130,000 shares.

          Read Report of Independent Registered Public Accounting Firm


                                      F-11
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               DECEMBER 31, 2006

NOTE C - COMMON AND PREFERRED STOCK (Continued)

Common Stock (Continued)

On January 10, 2006, the Company issued 10,000 shares of its restricted Common
Stock to each member of the African American Medical Network Medical Advisory
Board in their advisory capacities, for an aggregate of 60,000 shares.

On January 18, 2006, the Company issued 56,195 shares of its restricted Common
Stock to Jeffery Werber, DVM, a director and Chairman of the PetCARE TV
Veterinary Advisory Board, in satisfaction of invoices totaling $22,478.

On March 6, 2006, the Company issued 41,670 shares of its restricted Common
Stock to Vicis Capital Master Fund upon the exercise of its Series C Common
Stock Purchase Warrants through the payment of $6,917.22 to the Company. These
shares were registered under a registration statement on Form SB-2 that was
declared effective by the Securities & Exchange Commission on March 1, 2006.

On March 6, 2006, the Company issued 104,167 shares of its restricted Common
Stock to Vicis Capital Master Fund upon the exercise of its Series F Common
Stock Purchase Warrants through the payment of $17,192.71 to the Company. These
shares were registered pursuant to a registration statement on Form SB-2 that
was declared effective by the Securities & Exchange Commission on March 1, 2006.

On November 20, 2006, the Company issued 4,166 shares of its restricted Common
Stock to Patricia O'Donnell as compensation for her services from July 18, 2006
to December 31, 2006 as a member of the KidCARE TV Pediatric Advisory Board.

Preferred stock

The Company has 25,000,000 shares of preferred stock authorized which can be
designated in series as desired by the Company's Board of Directors.

Zero Coupon Preferred Stock Designated

On July 14, 2005, the Company's Board of Directors approved the designation of a
portion of its authorized preferred stock as Series A Zero Coupon Preferred
Stock and Series B Zero Coupon Preferred Stock. The Series A Zero Coupon
Preferred Stock has 1,682,044 shares designated with a $1.00 Stated Value. The
Series B Zero Coupon Preferred Stock has 2,612,329 shares designated with a
$1.00 Stated Value. On December 22, 2005, the Company's Board of Directors
approved the designation of a portion of its authorized preferred stock as
Series C Zero Coupon Preferred Stock. The Series C Zero Coupon Preferred Stock
has 400,000 shares designated with a $1.00 Stated Value. The Series A Zero
Coupon Preferred Stock and the Series B Zero Coupon Preferred Stock are
convertible into the Company's Common Stock at the option of the holder any time
after the date of issuance at the initial conversion rate of $2.40 and $3.00
respectively per share. The Series C Zero Coupon Preferred Stock is convertible
into the Company's Common Stock at a ten percent (10%) discount to the
then-current market price based on the average losing price for the twenty (20)
days immediately preceding the conversion. The Series C Zero Coupon Preferred
Stock is subordinate to the Series A Zero Coupon Preferred Stock and the Series
B Zero Coupon Preferred Stock. The holders of the Series A, B and C Zero Coupon
Preferred Stock will be entitled to receive, when and as declared by the Board
of Directors, if at all, dividends on parity with each holder of one or more
shares of the Common Stock. Any dividend or other distribution meeting these
requirements will be payable in an amount equal to the product of (a) the
dividend payable on each share of Common Stock and (b) the number of shares of
Common Stock issuable upon conversion of a share of Series A, B, and C Zero
Coupon Preferred Stock, in each case, calculated on the record date for
determination of holders entitled to receive such dividend.

          Read Report of Independent Registered Public Accounting Firm


                                      F-12
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               DECEMBER 31, 2006

NOTE C - COMMON AND PREFERRED STOCK (Continued)

Preferred Stock (Continued)

Series A Zero Coupon Preferred Stock

The Company's Series A Zero Coupon Preferred Stock is non-voting capital stock
with a stated value of $1.00 per share and is convertible into the Company's
Common Stock at the option of the holder any time after the date of issuance at
the initial rate of $2.40 per share. In the event of any voluntary or
involuntary liquidation, dissolution, or winding up of the Company, the holders
of shares of Series A Zero Coupon Preferred Stock are entitled to be paid out of
the assets available for distribution an amount equal to One Million Three
Hundred Seventy Five Thousand and No/100 Dollars ($1,375,000). There are
currently 1,682,044 shares of Series A Zero Coupon Preferred Stock issued and
outstanding. The common shares underlying the Series A Zero Coupon Preferred
Stock were included in a registration statement on Form SB-2 filed with the SEC
which was declared effective on March 1, 2006.

Series B Zero Coupon Preferred Stock

The Company's Series B Zero Coupon Preferred Stock is non-voting capital stock
with a stated value of $1.00 per share and is convertible into the Company's
Common Stock at the option of the holder any time after the date of issuance at
the initial rate of $3.00 per share. Of the 2,612,329 shares of Series B Zero
Coupon Preferred Stock issued and outstanding, Vicis Capital owns 2,551,918
shares at an adjusted conversion price of $0.166 per share and Mark Maltzer owns
60,411 shares at a conversion rate of $2.40 per share. In the event of any
voluntary or involuntary liquidation, dissolution, or winding up of the Company,
the holders of shares of Series B Zero Coupon Preferred Stock are entitled to be
paid out of the assets available for distribution after taking into account the
Series A Zero Coupon Preferred Stock liquidation preference, but before any
payment shall be made to the holders of Common Stock or any other class or
series of stock ranking on liquidation junior to the Series B Zero Coupon
Preferred Stock, an amount equal to Two Million Three Hundred Thousand and
No/100 Dollars ($2,300,000). The common shares underlying the Series B Zero
Coupon Preferred Stock were included in a registration statement on Form SB-2
filed with the SEC that was declared effective on March 1, 2006.

Series C Zero Coupon Preferred Stock

The Company's Series C Zero Coupon Preferred Stock is non-voting capital stock
and has a stated value of $1.00 per share and is convertible into the Company's
Common Stock at the option of the holder any time after the date of issuance
into that number of shares of our Common Stock determined by dividing the number
of shares of Preferred Stock by the conversion price (initially equal to a ten
percent (10%) discount to the then-current market price based on the average
closing price for the twenty (20) days immediately preceding the conversion. In
the event of any voluntary or involuntary liquidation, dissolution, or winding
up of the Company, the holders of shares of Series C Zero Coupon Preferred Stock
are entitled to be paid out of the assets available for distribution after
taking into account the liquidation preference of the Series A Zero Coupon
Preferred Stock and Series B Zero Coupon Preferred Stock, but before any payment
shall be made to the holders of Common Stock or any other class or series of
stock ranking on liquidation junior to the Series C Zero Coupon Preferred Stock,
an amount equal to Four Hundred Thousand and No/Dollars ($400,000). There are
currently 12,642 shares of Series C Zero Coupon Preferred Stock issued and
outstanding. The pool of common shares underlying the Series C Zero Coupon
Preferred Stock were included in a registration statement on Form SB-2 filed
with the SEC that was declared on effective on March 1, 2006.


          Read Report of Independent Registered Public Accounting Firm


                                      F-13
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               DECEMBER 31, 2006

NOTE C - COMMON AND PREFERRED STOCK (Continued)

Preferred Stock (Continued)

On September 30, 2006, the Company issued 11,644 shares of its Series C Zero
Coupon Preferred Stock to Steve Port in lieu of $11,644 representing interest
accrued through September 30, 2006. On December 31, 2006, the Company issued
5,024 shares of its Series C Zero Coupon Preferred Stock to Steve Port in lieu
of $5,024 representing interest accrued through December 31, 2006. As of March
31, 2007, the Company owed Steve Port $4,932 representing interest accrued
through March 31, 2007 that will be paid through the issuance of 4,932 shares of
its Series C Zero Coupon Preferred Stock.

On September 30, 2006, the Company issued 998 shares of its Series C Zero Coupon
Preferred Stock to Elaine Edinburg in lieu of $998 representing interest accrued
through September 30, 2006. On December 31, 2006, the Company issued 505 shares
of its Series C Zero Coupon Preferred Stock to Elaine Edinburg in lieu of $505
representing interest accrued through December 31, 2006. As of March 31, 2007,
the Company owed Elaine Edinburg approximately $493 representing interest
accrued through March 31, 2007 that will be paid through the issuance of 494
shares of its Series C Zero Coupon Preferred Stock.

Treasury stock

Treasury stock is shown at cost.

Stock Options

2002 Incentive Stock Option Plan

We have a 2002 equity incentive plan available to key employees and consultants
of the Company. We granted options for all 66,667 shares of Common Stock
available under the plan. The exercise price of each incentive option is equal
to the greater of the fair market value of our stock on the date of grant or the
aggregate par value of the stock on the date of the grant. In the case of any
10% stockholder, the incentive option price will not be less than 110% of the
fair market value on the date of the grant. The Compensation Committee of the
Board of Directors shall determine the price at which shares of stock may be
purchased under a nonqualified option. Options are fully vested upon issuance
and expire ten years from the date of grant, except for those granted to a 10%
stockholder, which expire five years from the date of grant. As the Company
issued grants for the maximum number of shares allowed under this plan, the 2002
Equity Incentive Plan was closed.

          Read Report of Independent Registered Public Accounting Firm


                                      F-14
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               DECEMBER 31, 2006

NOTE C - COMMON AND PREFERRED STOCK (Continued)

Stock Options (Continued)

2006 Equity Incentive Plan

We have a 2006 Equity Incentive Plan that allows the Company to issue options
for up to 2,000,000 shares to eligible key employees and consultants. Under the
plan, the exercise price of each incentive option is equal to the greater of the
fair market value of our Common Stock on the date of the grant or the aggregate
par value of the stock on the date of grant. In the case of any 10% stockholder,
the incentive option price will not be less than 110% of the fair market value
on the date of grant. Options are fully vested upon issuance and expire ten
years from the date of grant, except for those granted to a 10% stockholder,
which expire five years from the date of grant. The Compensation Committee of
the Board of Directors shall determine the price at which shares of stock may be
purchased under a nonqualified option. To date, we have granted 654,636 options
under this plan with an exercise price of $0.17 per share.

There is a small and very limited market for the Company's Common Stock and no
market for our Non-Qualified Stock Option, therefore there are no readily
available market quotations. Factors in the determination that there would be
expected cash return for the Non-Qualified Stock Options included the Company's
historic lack of revenues, the Company's large debt to equity ratio, and lack of
any trading volume in the Common Stock. Accordingly, no compensation expense was
booked for these options.

NOTE D - RELATED PARTY TRANSACTIONS

On May 16, 2002, we issued a non-interest bearing promissory note to James
Calaway, a former director, in the original principal amount of $100,000 (the
"Calaway Note"). At September 30, 2006, the principal balance due on the Calaway
Note was $60,999.

In June 2002, we issued the following non-interest bearing promissory notes (the
"Hugo/Turner Notes"), all of which remained outstanding at September 30, 2006:

        Daniel V. Hugo, a former officer and director, in the amount of $25,000;
        Robert and Janna Hugo, in the amount of $6,000; and
        Robert and Jamie Turner, in the amount of $5,000.

At September 30, 2006, the principal balances due on the Hugo/Turner Notes were
$16,668, $4,000, and $3,332 respectively.

On March 10, 2003, May 28, 2003, June 6, 2003, and July 1, 2003, we entered into
Note Purchase and Security Agreement(s) and Senior Convertible Promissory
Note(s) (the "Edge Notes") with Pet Edge, LLC, a Connecticut limited liability
company ("Edge"). Pursuant to the terms of a Debt Exchange Agreement dated July
8, 2005 by and between Edge and the Company ("Edge Debt Exchange Agreement") the
Edge Notes were converted into 1,682,044 shares of the Company's Series A Zero
Coupon Preferred Stock and 2,102,556 five-year Warrants to purchase shares of
Common Stock of Medical Media ("Edge Debt Exchange Warrants") with an exercise
price of fifteen cents ($.15). The common shares underlying the Series A Zero
Coupon Preferred Stock and the Edge Debt Exchange Warrants were included in a
registration statement on Form SB-2 which was declared effective by the SEC on
March 1, 2006.


                                      F-15
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               DECEMBER 31, 2006


NOTE D - RELATED PARTY TRANSACTIONS (Continued)

On June 10, 2003, we entered into a Note Purchase Agreement and Convertible
Promissory Note with a former director, Mark Maltzer (the "Maltzer Note").
Pursuant to the terms of the Debt Exchange Agreement dated July 8, 2005 by and
between Dr. Maltzer and the Company ("Maltzer Debt Exchange Agreement") the
Maltzer Note was converted into 60,411 shares of the Company's Series B Zero
Coupon Preferred Stock and 45,308 five-year Warrants to purchase shares of
Common Stock of Medical Media ("Maltzer Debt Exchange Warrants") with an
exercise price of fifteen cents ($.15). The common shares underlying the Series
B Zero Coupon Preferred Stock and the Maltzer Debt Exchange Warrants were
included in the registration statement on Form SB-2 that was declared effective
by the SEC on March 1, 2006.

On February 13, 2004, Medical Media entered into a Note Purchase Agreement with
Victus Capital, LP, a Delaware limited partnership ("Victus") and issued Victus
a Subordinated Convertible Promissory Note (the "Victus February Note") for
$1,000,000 with interest of $62,500 per quarter. In order to insure that
interest payments were made, $250,000 of the principal amount of the Victus
February Note was delivered to an escrow agent to be held for the purposes of
making quarterly interest payments to Victus. In May 2004, Medical Media issued
11,905 shares of its Common Stock at $2.10 per share and 23,810 Common Stock
Purchase Warrants ("Victus February Warrants") in lieu of $250,000 in interest
due on the Victus February Note. Each Victus February Warrant was exercisable
into shares of the Company's Common Stock at $30.00 per share at any time for
five years from the date of issuance. On October 19, 2005, the exercise price of
the Victus February Warrant was reduced to $0.166 pursuant to the extension
terms of the Series AA Convertible Debenture mentioned below. The Victus
February Note, the shares of Common Stock, and Victus February Warrants were
issued under the exemption from registration provided in Section 4(2) of the
Securities Act of 1933 (the "Securities Act"). In March 2005, Vicis Capital
Master Fund, a fund managed by Vicis Capital, LP, a Delaware limited partnership
("Vicis Capital") acquired certain assets of Victus including the Victus
February Note, the shares of the Company's Common Stock, and the Victus February
Warrants discussed above. Pursuant to the terms of a Debt Exchange Agreement
dated July 8, 2005 between Vicis Capital and the Company, the Victus February
Note was converted into 1,100,000 shares of the Company's Series B Zero Coupon
Preferred Stock and 825,000 five-year Warrants to purchase shares of Common
Stock of Medical Media ("Vicis Capital Debt Exchange Warrants") with an exercise
price of fifteen cents ($.15). On October 19, 2005, the exercise price of the
Victus Capital Debt Exchange Warrants was reduced to $0.166 pursuant to the
extensions terms of the Series AA Convertible Debenture mentioned below. The
common shares underlying the Series B Zero Coupon Preferred Stock and the Vicis
Capital Debt Exchange Warrants described above were included in the registration
statement on Form SB-2 that was declared effective by the SEC on March 1, 2006.

On July 27, 2004, Medical Media entered into a Note Purchase Agreement with
Victus Capital and issued a Subordinated Convertible Promissory Note ("Victus
July Note"), and Warrant to Purchase Shares of Common Stock (the "Victus July
Warrant"). Pursuant to the terms of the Victus July Warrant, Victus may purchase
up to 83,333 shares of our Common Stock at an exercise price of $22.50 per share
until the expiration date of July 26, 2009. On October 19, 2005, the exercise
price of the Victus Capital Debt Exchange Warrants was reduced to $0.166
pursuant to the extension terms of the Series AA Convertible Debenture mentioned
below. In March 2005, Vicis Capital acquired certain assets of Victus. Included
in the acquisition were the Victus July Note and the Victus July Warrant
discussed above. Pursuant to the terms of a Debt Exchange Agreement dated July
8, 2005 between Vicis Capital and the Company, the Victus July Note was
converted into 1,189,589 shares of the Company's Series B Zero Coupon Preferred
Stock and 892,192 five-year Vicis Capital Debt Exchange Warrants with an
exercise price of fifteen cents ($.15). On July 28, 2004, in connection with the
Victus July Note, the Company issued TotalCFO, LLC a warrant to purchase 10,000
shares of the Company's Common Stock at $22.50 per share over a period of five
years. On September 1, 2005, the Company reduced the exercise price of these
warrants to $2.40 per share. The common shares underlying the Series B Zero
Coupon Preferred Stock, the Vicis Capital Debt Exchange Warrants, and the common
stock purchase warrants issued to TotalCFO, LLC were included in the
registration statement on Form SB-2 that was declared effective by the SEC on
March 1, 2006.


          Read Report of Independent Registered Public Accounting Firm


                                      F-16
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               DECEMBER 31, 2006

NOTE D - RELATED PARTY TRANSACTIONS (Continued)

On March 16, 2005, the Company issued to Vicis Capital its Series A Convertible
Debentures in the aggregate of $250,000 ("Series A Debentures"), Series A Common
Stock Purchase Warrants, Series B Common Stock Purchase Warrants, and Series C
Common Stock Purchase Warrants. The issuance of the Series A Debentures, Series
A Common Stock Purchase Warrants, Series B Common Stock Purchase Warrants, and
Series C Common Stock Purchase Warrants was exempt from the registration
requirements of the Securities Act of 1933, as amended, pursuant to Section 4(2)
of the Act for transactions not involving a public offering and based on the
fact that the Series A Debentures, Series A Common Stock Purchase Warrants,
Series B Common Stock Purchase Warrants, and Series C Common Stock Purchase
Warrants were issued to institutional or accredited investors only. Under the
terms of the Series A Common Stock Purchase Warrants, Vicis Capital may purchase
up to 83,335 shares of the Company's Common Stock at an exercise price of $3.00
per share for a ten-year period. On September 1, 2005, the Company reduced the
exercise price of these warrants to $2.40. On October 19, 2005, the exercise
price was further reduced to $0.166 pursuant to the extension terms of the
Series AA Convertible Debenture mentioned below. Under the terms of the Series B
Common Stock Purchase Warrants, Vicis Capital may purchase up to 83,335 shares
of the Company's Common Stock at an exercise price of $3.75 per share for a
five-year period. On September 1, 2005, the Company reduced the exercise price
of these warrants to $2.40. On October 19, 2005, the exercise price was further
reduced to $0.166 pursuant to the extension terms of the Series AA Convertible
Debenture mentioned below. Under the terms of the Series C Common Stock Purchase
Warrants, Vicis Capital may purchase up to 41,670 shares of the Company's Common
Stock at an exercise price of $3.00 per share for a one-year period. On
September 1, 2005, the Company reduced the exercise price of these warrants to
$2.40. On October 19, 2005, the exercise price was further reduced to $0.166
pursuant to the extension terms of the Series AA Convertible Debenture mentioned
below. On February 9, 2006, Vicis Capital exercised the 41,670 Series C Common
Stock Warrants through the payment of $6,917.22 to the Company. The Series A
Debentures and Series A, B, and C Common Stock Purchase Warrants may not be
converted and exercised to the extent that Vicis Capital's overall ownership of
the Company's Common Stock exceeds 4.99%, unless such limitation is waived by
Vicis Capital upon no less than sixty-one days (61) advance written notice.
Pursuant to the terms of a Debt Exchange Agreement dated July 8, 2005 between
Vicis Capital and the Company, the Series A Debentures were converted into
262,329 shares of the Company's Series B Zero Coupon Preferred Stock and 196,747
five-year Vicis Capital Debt Exchange Warrants with an exercise price of fifteen
cents ($.15). The issuance of the Series B Zero Coupon Preferred Stock and the
Vicis Capital Debt Exchange Warrants was exempt from the registration
requirements of the Securities Act of 1933, as amended, pursuant to Section 4(2)
of the Act for transactions not involving a public offering and based on the
fact that the Series B Zero Coupon Preferred Stock and Vicis Capital Debt
Exchange Warrants were issued to institutional or accredited investors only. As
a result of fees incurred in connection with the Series A Debentures mentioned
above, the Company issued Common Stock Purchase Warrants to MidTown Partners &
Co., LLC to purchase 1,667 shares of the Company's Common Stock at an exercise
price of $3.00 per share for a term of five (5) years. On September 1, 2005, the
Company reduced the exercise price of these warrants to $2.40. The issuance of
the common stock purchase warrants was exempt from the registration requirements
of the Securities Act of 1933, as amended, pursuant to Section 4(2) of the Act
for transactions not involving a public offering and based on the fact that the
common stock purchase warrant was issued to institutional or accredited
investors only. The common shares underlying the Series B Zero Coupon Preferred
Stock, the Vicis Capital Debt Exchange Warrants, and the Series A, B, and C
Warrants were included in the registration statement on Form SB-2 that was
declared effective by the SEC on March 1, 2006.

          Read Report of Independent Registered Public Accounting Firm


                                      F-17
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               DECEMBER 31, 2006

NOTE D - RELATED PARTY TRANSACTIONS (Continued)

On May 6, 2005, the Company issued to Vicis Capital its Series B Convertible
Debenture for $250,000 ("Series B Convertible Debenture"), Series D Common Stock
Purchase Warrants, Series E Common Stock Purchase Warrants, and Series F Common
Stock Purchase Warrants. The issuance of the Series B Convertible Debenture,
Series D Common Stock Purchase Warrants, Series E Common Stock Purchase
Warrants, and Series F Common Stock Purchase Warrants was exempt from the
registration requirements of the Securities Act of 1933, as amended, pursuant to
Section 4(2) of the Act for transactions not involving a public offering and
based on the fact that the Series B Convertible Debenture, Series D Common Stock
Purchase Warrants, Series E Common Stock Purchase Warrants, and Series F Common
Stock Purchase Warrants were issued to institutional or accredited investors
only. On October 19, 2005, the exercise price was further reduced to $0.166
pursuant to the extension terms of the Series AA Convertible Debenture mentioned
below. Under the terms of the Series D Common Stock Purchase Warrants, Vicis
Capital may purchase up to 104,167 shares of the Company's Common Stock at an
exercise price of $2.40 per share for a ten (10) year period. On October 19,
2005, the exercise price of the Series D Common Stock Purchase Warrants was
reduced to $0.166 pursuant to the extension terms of the Series AA Convertible
Debenture mentioned below. Under the terms of the Series E Common Stock Purchase
Warrants, Vicis Capital may purchase up to 104,167 shares of the Company's
Common Stock at an exercise price of $2.40 per share for a five (5) year period.
On October 19, 2005, the exercise price of the Series E Common Stock Purchase
Warrants was reduced to $0.166 pursuant to the extension terms of the Series AA
Convertible Debenture mentioned below. Under the terms of the Series F Common
Stock Purchase Warrants, Vicis Capital may purchase up to 104,167 shares of the
Company's Common Stock at an exercise price of $2.40 per share for a one-year
period. On October 19, 2005, the exercise price of the Series F Common Stock
Purchase Warrants was reduced to $0.166 pursuant to the extension terms of the
Series AA Convertible Debenture mentioned below. On February 9, 2006, Vicis
Capital exercised the 104,167 Series F Common Stock Warrants through the payment
of $17,192.72 to the Company. The Series D, E, and F Common Stock Purchase
Warrants may not be converted and exercised to the extent that Vicis Capital's
overall ownership of the Company's Common Stock. As a result of fees incurred in
connection with the Series B Debentures mentioned above, the Company issued
Series D Common Stock Purchase Warrants to MidTown Partners & Co., LLC to
purchase 20,000 shares of the Company's Common Stock at an exercise price of
$2.40 per share for a term of five years. The issuance of the Series D Common
Stock Purchase Warrants was exempt from the registration requirements of the
Securities Act of 1933, as amended, pursuant to Section 4(2) of the Act for
transactions not involving a public offering and because the Series D Common
Stock Purchase Warrant was issued to institutional or accredited investors only.
The common shares underlying the Series B Convertible Debenture and the

          Read Report of Independent Registered Public Accounting Firm


                                      F-18
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               DECEMBER 31, 2006

NOTE D - RELATED PARTY TRANSACTIONS (Continued)

Series D, E, and F Warrants were included in the registration statement on Form
SB-2 that was declared effective by the SEC on March 1, 2006. The Company has
not made the semi-annual interest payments on the Series B Convertible Debenture
and owes an aggregate of $56,250 in past due interest payments.

On May 11, 2005, as amended by that certain First Amendment to Merger Agreement
dated November 16, 2005, the Company executed that certain Merger Agreement (as
amended, the "Merger Agreement") by and among AFMN, Inc., a Delaware corporation
("AFMN"), African American Medical Network, Inc., a Florida corporation and
wholly-owned subsidiary of AFMN ("African American Medical Network"), and AAMN
Acquisition Sub, Inc., a Florida corporation and wholly-owned subsidiary of the
Company. Pursuant to the Merger Agreement, Medical Media issued 19,415,626
shares of its restricted common stock (the "Medical Media Common Stock") to AFMN
in exchange for 100% of the outstanding shares of African American Medical
Network. Under the Merger Agreement, AFMN agreed to distribute the Medical Media
Common Stock pro-rata to its shareholders of record as of November 16, 2005. On
November 16, 2005, the parties consummated the merger in accordance with the
terms of the Merger Agreement and the Company issued the Medical Media Common
Stock to AFMN in reliance upon the exemption from registration provided by
Section 4(2) of the Securities Act of 1933. On February 10, 2006, the Company
filed a registration statement on Form SB-2 (the "Registration Statement") with
the Securities and Exchange Commission (the "Commission") registering, among
other securities, the Medical Media Common Stock. The Commission declared the
Registration Statement effective on March 1, 2006. Shortly thereafter, pursuant
to the Merger Agreement, the Medical Media Common Stock was distributed to AFMN
shareholders of record as of November 16, 2005. Certain shareholders of AFMN who
received the Medical Media Common Stock as a result of the merger were directors
and executive officers of the Company. The table below provides the names and
number of shares of the Company each director and officer received pursuant to
the Merger Agreement in their capacity as shareholders of AFMN.

                  (Remainder of page left intentionally blank.)

          Read Report of Independent Registered Public Accounting Firm


                                      F-19
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               DECEMBER 31, 2006

NOTE D - RELATED PARTY TRANSACTIONS (Continued)

<TABLE>
<CAPTION>
------------------------------------------------------ ------------------------------ ---------------------------------
                                                        No. of shares beneficially     No. of shares of Medical Media
             Name and Relationship with                     held in AFMN, Inc.         Television, Inc. received as a
           Medical Media Television, Inc.                 as of November 16, 2005        result of the Transaction.
------------------------------------------------------ ------------------------------ ---------------------------------
<S>                                                    <C>                            <C>
Philip M. Cohen(1)
President, Chief Executive Officer and
Chairman of the Board of Directors                               1,055,000                       1,055,000
------------------------------------------------------ ------------------------------ ---------------------------------
Donald R. Mastropietro(2)
Vice President of Finance, Chief Financial Officer,
Treasurer, and Asst. Sec.                                         748,667                         748,667
------------------------------------------------------ ------------------------------ ---------------------------------
Teresa Bray(3)
Vice President of Administration and Secretary                    670,000                         670,000
------------------------------------------------------ ------------------------------ ---------------------------------
Jeffrey I. Werber
Director                                                             0                               0
------------------------------------------------------ ------------------------------ ---------------------------------
Bernard J. Kouma
President of PetCARE Television Network, Inc.                        0                               0
------------------------------------------------------ ------------------------------ ---------------------------------
John Sfondrini
Director                                                             0                               0
------------------------------------------------------ ------------------------------ ---------------------------------
J. Holt Smith
Director                                                          200,000                         200,000
------------------------------------------------------ ------------------------------ ---------------------------------
Michael Marcovsky
Director                                                          200,000                         200,000
------------------------------------------------------ ------------------------------ ---------------------------------
Stanley Raphael
Director                                                             0                               0
------------------------------------------------------ ------------------------------ ---------------------------------
Total                                                            2,873,667                       2,873,667
------------------------------------------------------ ------------------------------ ---------------------------------
</TABLE>

(1) This includes 130,000 shares beneficially held by Mr. Cohen through his
wife, Sondra Topper and 925,000 shares held by Mr. Cohen's immediate family
members, which are required to be included in this disclosure pursuant to Item
404 of Regulation S-B. Mr. Cohen disclaims beneficial ownership of the 925,000
shares held by his immediate family members for any other purpose.

(2) This includes 733,667 shares beneficially held by Mr. Mastropietro and
15,000 shares held by Mr. Mastropietro's immediate family members, which are
required to be included in this disclosure pursuant to Item 404 of Regulation
S-B. Mr. Mastropietro disclaims beneficial ownership of the 15,000 shares held
by his immediate family members for any other purpose.

(3) This includes 435,000 shares beneficially held by Ms. Bray and 215,000
shares held by Ms. Bray's immediate family members, which are required to be
included in this disclosure pursuant to Item 404 of Regulation S-B. Ms. Bray
disclaims beneficial ownership of the 215,000 shares held by her immediate
family members for any other purpose.

          Read Report of Independent Registered Public Accounting Firm


                                      F-20
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               DECEMBER 31, 2006

NOTE D - RELATED PARTY TRANSACTIONS (Continued)

On November 16, 2005, pursuant to the Merger Agreement between the Company and
AFMN, Inc., the Company issued Series AA Convertible Debenture, Series AA Common
Stock Purchase Warrants, and Series BB Common Stock Purchase Warrants to Vicis
Capital. The issuance of the Series AA Convertible Debenture, Series AA Common
Stock Purchase Warrants, and Series BB Common Stock Purchase Warrants was exempt
from the registration requirements of the Securities Act of 1933, as amended,
pursuant to Section 4(2) of the Act for transactions not involving a public
offering and based on the fact that the Series AA Convertible Debenture, Series
AA Common Stock Purchase Warrants, and Series BB Common Stock Purchase Warrants
were issued to institutional or accredited investors only. The foregoing
securities were issued in exchange for the cancellation of a similar securities
held by Vicis Capital in AFMN, Inc. Pursuant to the terms of the Series AA
Convertible Debenture, Vicis Capital loaned AFMN, Inc. an aggregate of $412,000
at an annual rate of interest of sixteen percent (16%). The Series AA
Convertible Debenture has a term of 90 days with a provision that the due date
may be extended an additional 90 days. If the Series AA Convertible Debenture is
extended for an additional ninety (90) days, AFMN, Inc. was required to reset
the conversion price and exercise price on all convertible debentures and
warrants of the holder to the lesser of (A) the average closing bid price of
AFMN, Inc.'s common stock on the five trading days immediately preceding the
date of the extension, or (B) the original conversion price and exercise price.
The Series AA Convertible Debenture was extended an additional ninety (90) days
with a new maturity date of January 16, 2006 and the conversion price was reset
to $0.166 per share. Under the terms of the Series AA Common Stock Purchase
Warrants, Vicis Capital may purchase up to 1,030,000 shares of AFMN, Inc.'s
Common Stock at an exercise price of $2.40 per share for a five (5) year period.
Pursuant to the extension of the Series AA Convertible Debenture, the exercise
price on the Series AA Common Stock Purchase Warrants was reset to $0.166 per
share. Under the terms of the Series BB Common Stock Purchase Warrants, Vicis
Capital may purchase up to 2,060,000 shares of AFMN, Inc.'s Common Stock at an
exercise price of $2.40 per share for a five (5) year period. Pursuant to the
extension of the Series AA Convertible Debenture, the exercise price on the
Series BB Common Stock Purchase Warrants was reset to $0.166 per share. The
Series AA Convertible Debenture and Series AA and BB Common Stock Purchase
Warrants may not be converted and exercised to the extent that Vicis Capital's
overall ownership of AFMN, Inc.'s Common Stock, giving effect to that conversion
and together with the right to receive any Common Stock within sixty days of the
conversion date, will exceed 4.99% of the Company's outstanding stock at that
time. Pursuant to the Merger Agreement between the Company and AFMN, Inc., the
Company assumed the obligation to repay the Series AA Convertible Debenture and
as evidence of the same, issued Series AA Convertible Debenture, Series AA
Common Stock Purchase Warrants, and Series BB Common Stock Purchase Warrants to
Vicis Capital, with terms substantially similar to those originally issued to
Vicis Capital by AFMN, Inc. described above. As a result of fees incurred in
connection with the Series AA Debentures mentioned above, AFMN, Inc. issued
Series BB Common Stock Purchase Warrants to MidTown Partners & Co., LLC to
purchase 20,000 shares of the Company's Common Stock at an exercise price of
$0.30 per share for a term of five years. Pursuant to the Merger Agreement
between the Company and AFMN, Inc., the Company issued Series BB Common Stock
Purchase Warrants to MidTown Partners & Co, LLC in exchange for the cancellation
of the AFMN, Inc. Series BB Common Stock Purchase Warrants. The issuance of the
Series BB Common Stock Purchase Warrants was exempt from the registration
requirements of the Securities Act of 1933, as amended, pursuant to Section 4(2)
of the Act for transactions not involving a public offering and based on the
fact that the Series BB Common Stock Purchase Warrant was issued to
institutional or accredited investors only. The common shares underlying the
Series AA Convertible Debenture and the Series AA, BB, and CC Warrants were
included in the registration statement on Form SB-2 that was declared effective
by the SEC on March 1, 2006. On August 11, 2006, Vicis surrendered the Vicis
June 1 Secured Note as partial consideration for the Company's issuance of a
Secured Convertible Promissory Note in the principal amount of $1,302,000.
Interest on the Series AA Convertible Debenture from inception through August
11, 2007 totals $70,074 and is still owing to Vicis.

          Read Report of Independent Registered Public Accounting Firm


                                      F-21
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               DECEMBER 31, 2006

NOTE D - RELATED PARTY TRANSACTIONS (Continued)


On November 30, 2005, the Company issued to William H. Quiros a 12-month
Convertible Promissory Note ("November Quiros Note") for $1,000,000 with
interest accruing at the rate of twenty percent (20%) per annum, compounded
semi-annually. Interest was to be paid at the end of each calendar quarter in
either shares of Series C Zero Coupon Preferred Stock of the Company valued at
$1.00 per share, or cash, at the option of Quiros. The Series C Zero Coupon
Preferred Stock would convert into shares of the Company's Common Stock on the
maturity date of the November Quiros Note at a ten percent (10%) discount to the
then-current market price based on the average closing price for the twenty (20)
days immediately preceding the conversion. On December 31, 2005, the Company
issued 8,627 shares of its Series C Zero Coupon Preferred Stock as payment for
$8,627 interest accrued through December 31, 2005. The 8,627 shares are
convertible into 9,586 shares of the Company's Common Stock. At maturity, Quiros
had the option to convert the November Quiros Note into Common Stock of the
Company at a fixed conversion price of $.40 per share. The Company also issued
Quiros five-year Common Stock Purchase Warrants ("Quiros Warrants") to purchase
an aggregate of 2,500,000 shares of common stock at a Fixed Exercise price of
$0.75 per share. On July 28, 2006, the Company and Quiros agreed to amend the
terms of the November Quiros Note as follows: (i) the Maturity Date was extended
to November 30, 2008; (ii) the note would not be convertible until the Maturity
Date; (iii) the Company would have the option to repay the note at any time
prior to the Maturity Date; (iv) the conversion price on the note was changed to
an amount equal to a twenty percent (20%) discount to the then-current market
price based on the average closing price for the twenty (20) days immediately
preceding the conversion, but in no event less than $0.166 per share; (v)
quarterly interest payments on the note would be applied toward the balance
remaining unpaid under the March Quiros Note (as described below) until such
time as the entire $450,000 under the March Quiros Note has been received by the
Company, at which time all future interest will accrue, but will not become due
and payable until the maturity date; and (vi) certain price ratchets were
deleted. The November Quiros Warrants were also amended to delete certain price
ratchets. The November Quiros Note and the accompanying Common Stock Purchase
Warrants are not convertible or exercisable such that Quiros' overall Common
Stock ownership position in the Company exceeds 4.99%; provided, however, that
upon Quiros providing the Company with sixty-one (61) days notice (the "Waiver
Notice") that he would like to waive this restriction with regard to any or all
shares of Common Stock issuable upon exercise of the conversion feature of the
November Quiros Note, this restriction will be of no force or effect with regard
to all or a portion of the November Quiros Note referenced in the Waiver Notice,
and provided further that this provision shall be of no further force or effect
during the sixty-one (61) days immediately preceding the expiration of the term
of the November Quiros Note. Pursuant to the above provisions, the amount of
interest due under the November Quiros Note and credited to the March Quiros
Note to date was $173,041.

On February 15, 2006, the Company issued a Convertible Promissory Note to Steven
J. Port for $100,000 (the "February Port Note") and five-year Common Stock
Purchase Warrants to purchase 250,000 shares of the Company's Common Stock at a
Fixed Exercise Price of $0.75 per share (the "February Port Warrants"). The
February Port Note was issued as a partial replacement for the CSmart Note for
$1,000,000 described above. The February Port Note will mature twelve months
from the date of issuance (the "Maturity Date") and accrues interest at the rate
of 20% compounded semi-annually. At the option of Port, interest will be paid at
the end of each quarter in either (i) shares of the Company's Series C Zero
Coupon Preferred Stock valued a $1.00 per share, or (ii) cash. With the consent
of both the Company and Port, the February Port Note may be extended for an
additional 12 months with the terms of the interest payments remaining the same.
The Port Note is not convertible until the Maturity Date. On the Maturity Date,
Port has the option to convert the February Port Note into shares of the
Company's Common Stock at a price equal to forty cents ($0.40), or an amount
equal to a twenty percent (20%) discount to the then-current market price based
on the average closing price for the twenty (20) days immediately preceding the
conversion, with the exception that the Conversion Price shall not be lower than
$0.166. On September 30, 2006, the Company issued 11,644 shares of its Series C
Zero Coupon Preferred Stock in lieu of $11,644 representing interest accrued
through September 30, 2006.

          Read Report of Independent Registered Public Accounting Firm


                                      F-22
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               DECEMBER 31, 2006

NOTE D - RELATED PARTY TRANSACTIONS (Continued)

On December 31, 2006, the Company issued 5,042 shares of its Series C Zero
Coupon Preferred Stock in lieu of $5,024 representing interest accrued through
December 31, 2006. As of March 31, 2007, total interest due was $4,932 which
will be paid through the issuance of 4,932 shares of our Series C Zero Coupon
Preferred Stock.

On March 31, 2006, the Company issued a Convertible Promissory Note to William
H. Quiros for $450,000 (the "March Quiros Note") and agreed to issue five-year
Common Stock Purchase Warrants to purchase 1,125,000 shares of the Company's
Common Stock at a Fixed Exercise Price of $0.75 per share (the "March Quiros
Warrants"). The March Quiros Note was issued as a partial replacement for the
CSmart Note for $1,000,000 described above. Per the terms of the November Quiros
Note, as amended, quarterly interest payments on the November Quiros Note would
be applied toward the balance remaining unpaid under the March Quiros Note until
such time as the entire $450,000 under the March Quiros Note has been received
by the Company. Additionally, quarterly interest payments on the March Quiros
Note would be applied toward the balance remaining unpaid under the March Quiros
Note until such time as the entire $450,000 under the March Quiros Note has been
received by the Company, at which time all future interest will accrue, but will
not become due and payable until the maturity date. The March Quiros Note will
mature three years from the date of issuance (the "Maturity Date") and accrues
interest at a rate of twenty percent (20%) per annum. Interest accrues but is
not due and payable until the Maturity Date. With the consent of both the
Company and Quiros, the March Quiros Note may be extended for an additional
12-month term, with the terms of the interest payments remaining the same. The
March Quiros Note is not convertible until the Maturity Date. On the Maturity
Date, Quiros has the option to convert the March Quiros Note into shares of the
Company's Common Stock at a price equal to a twenty percent (20%) discount to
the then-current market price based on the average closing price for the twenty
(20) days immediately preceding the conversion, but in no event shall the
Conversion Price be less than $0.166 per share. As of September 30, 2006, Mr.
Quiros had loaned the Company $128,751 under the March Quiros Note. As of
December 31, 2006, Mr. Quiros had loaned the Company $185,653 under the March
Quiros Note, including $173,041 from the November Quiros Note and $12,612 from
the March Quiros Note. As of March 31, 2006, Mr. Quiros had loaned the Company
$244,123 under the March Quiros Note, including $49,314 from the November Quiros
Note and $9,156 from the March Quiros Note. Accordingly, the Company is required
to issue Mr. Quiros 277,680 Common Stock Purchase Warrants through December 31,
2006 and 146,177 Common Stock Purchase Warrants through March 31, 2007.

On March 31, 2006, the Company issued a Convertible Promissory Note to Elaine G.
Edinburg for $10,000 (the "Edinburg Note") and five-year Common Stock Purchase
Warrants to purchase 25,000 shares of the Company's Common Stock at a Fixed
Exercise Price of $0.75 per share (the "Edinburg Warrants"). The Edinburg Note
matures twelve months from the date of issuance (the "Maturity Date") and
accrues interest at a rate of twenty percent (20%) compounded semi-annually. At
the option of Edinburg, interest will be paid at the end of each quarter in
either (i) shares of the Company's Series C Zero Coupon Preferred Stock valued a
$1.00 per share, or (ii) cash. On the Maturity Date, Edinburg had the option to
convert the Edinburg Note into shares of the Company's Common Stock at a Fixed
Conversion Price of $0.40 per share. With the consent of both the Company and
Edinburg, the Edinburg Note may be extended for an additional twelve (12) months
with the terms of the interest payments remaining the same. On June 20, 2006,
Edinburg and the Company agreed to amend the Edinburg Note and Edinburg Warrants
as follows: (i) the conversion price was changed to the Investor's option of an
amount equal to forty cents ($0.40) or an amount equal to a twenty percent (20%)
discount to the then-current market price based on the average closing price for
the twenty (20) days immediately preceding the conversion, with the exception
that the Conversion Price shall not be lower than $0.166; and (ii) price
ratchets were deleted. On September 30, 2006, the Company issued 998 shares of
its Series C Zero Coupon Preferred Stock as payment for $998 interest accrued
through September 30, 2006. On December 31, 2006, the Company issued 505 shares
of its Series C Zero Coupon Preferred Stock as payment for $505 interest accrued
through December 31, 2006. As of March 31, 2007, total interest due was $493
which will be paid through the issuance of 493 shares of our Series C Zero
Coupon Preferred Stock.

          Read Report of Independent Registered Public Accounting Firm


                                      F-23
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               DECEMBER 31, 2006

NOTE D - RELATED PARTY TRANSACTIONS (Continued)

On April 1, 2006, the Company issued a Convertible Promissory Note to Steven J.
Port for $125,000 made in installments (the "April Port Note") and five-year
Common Stock Purchase Warrants to purchase 312,500 shares of the Company's
Common Stock at a Fixed Exercise Price of $0.75 per share (the "April Port
Warrants"). The original maturity date of the April Port Note was April 30, 2006
and interest accrues at the rate of twenty percent (20%) per annum. Interest
accrues, but is not due and payable until the Maturity Date. The April Port Note
automatically extends to the end of each succeeding month until such time as
Port provides a 15-day written notice to the Company that the April Port Note
may no longer be automatically extended. The terms of interest will remain the
same throughout the automatic extension periods. On the Maturity Date, Port has
the option to convert the April Port Note into shares of the Company's Common
Stock at a price equal to an amount equal to forty cents ($0.40), or an amount
equal to a twenty percent (20%) discount to the then-current market price based
on the average closing price for the twenty (20) days immediately preceding the
conversion, with the exception that the Conversion Price shall not be lower than
$0.166.

On June 1, 2006, the Company issued a Secured Promissory Note to Vicis for
$50,000 ("Vicis June 1 Secured Note"). The Vicis June 1 Secured Note was to
mature on December 31, 2006 and accrued interest at a rate of eighteen percent
(18%) per annum. The Vicis June 1 Secured Note was secured by all accounts
receivable due from Butler Animal Health Supply after June 1, 2006, or any other
money due the Company from any and all other sources. The Vicis June 1 Secured
Note could be prepaid in whole or in part at any time, with a prepayment penalty
of $5,492.25. On August 11, 2006, Vicis surrendered the Vicis June 1 Secured
Note as partial consideration for the Company's issuance of a Secured
Convertible Promissory Note in the principal amount of $1,302,000. The Company
has not made the interest payments on the Vicis June 1 Secured Note and owes an
aggregate of $1,775 in past due interest payments.

On June 30, 2006, the Company issued a Secured Promissory Note to Vicis for
$50,000 ("Vicis June 30 Secured Note"). The Vicis June 30 Secured Note was to
mature on January 31, 2007 and accrued interest at a rate of eighteen percent
(18%) per annum. The Vicis June 30 Secured Note was secured by all accounts
receivable due from Butler Animal Health Supply after June 30, 2006, or any
other money due the Company from any and all other sources. The Vicis June 30
Secured Note could be prepaid in whole or in part at any time, with a prepayment
penalty of $5,492.25. On August 11, 2006, Vicis surrendered the Vicis June 30
Secured Note as partial consideration for the Company's issuance of a Secured
Convertible Promissory Note in the principal amount of $1,302,000. The Company
has not made the interest payments on the Vicis June 30 Secured Note and owes an
aggregate of $1,060 in past due interest payments.


          Read Report of Independent Registered Public Accounting Firm


                                      F-24
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               DECEMBER 31, 2006

NOTE D - RELATED PARTY TRANSACTIONS (Continued)

On August 11, 2006, the Company issued a 10% Secured Convertible Promissory Note
in the principal amount of $1,302,000 (the "Note") to Vicis pursuant to the
terms of a Note Purchase Agreement. As consideration for the Note, Vicis (a)
delivered $790,000 in cash (the "Cash Payment"); (b) surrendered two secured
promissory notes issued by the Company to Vicis on June 1, 2006, and June 30,
2006, respectively, each in the principal amount of $50,000 (collectively, the
"June Notes"); and (c) surrendered a Series AA Convertible Debenture No. 05-0719
issued by the Company to Vicis on July 19, 2005, in the principal amount of
$412,000 (the "Debenture"). At any time while the Note remains outstanding,
Vicis may convert the outstanding principal balance and any accrued but unpaid
interest on the Note into shares of the Company's Common Stock, par value $.0005
per share, at a conversion price of $.166 per share (the "Conversion Shares").
The principal balance of the Note is due in one lump sum payment on August 10,
2007 (the "Maturity Date"), unless earlier converted. Interest on such principal
(or any balance thereof outstanding from time to time) accrued at an annual rate
of interest of ten percent (10%) and was payable on the Maturity Date. As
security for the Company's obligations under the Purchase Agreement and the
Note, the Company pledged all of the capital stock of the Company's
subsidiaries, PetCARE TV, African American Medical Network, and KidCARE TV
(collectively the "Subsidiaries"), pursuant to the terms of a Stock Pledge and
Escrow Agreement, dated August 11, 2006. Repayment of the Note is guaranteed by
the Subsidiaries and is also secured by a blanket lien encumbering the assets of
the Company and the Subsidiaries. As an inducement for Vicis to purchase the
Note, Philip M. Cohen, President and Chief Executive Officer of the Company,
agreed to amend his employment agreement to include a three (3) year non-compete
clause.

NOTE E - CONVERTIBLE PROMISSORY NOTES

On March 16, 2005, the Company issued to Vicis Capital its Series A Convertible
Debentures in the aggregate of $250,000 ("Series A Debentures"), Series A Common
Stock Purchase Warrants, Series B Common Stock Purchase Warrants, and Series C
Common Stock Purchase Warrants. The issuance of the Series A Debentures, Series
A Common Stock Purchase Warrants, Series B Common Stock Purchase Warrants, and
Series C Common Stock Purchase Warrants was exempt from the registration
requirements of the Securities Act of 1933, as amended, pursuant to Section 4(2)
of the Act for transactions not involving a public offering and based on the
fact that the Series A Debentures, Series A Common Stock Purchase Warrants,
Series B Common Stock Purchase Warrants, and Series C Common Stock Purchase
Warrants were issued to institutional or accredited investors only. Under the
terms of the Series A Common Stock Purchase Warrants, Vicis Capital may purchase
up to 83,335 shares of the Company's Common Stock at an exercise price of $3.00
per share for a ten-year period. On September 1, 2005, the Company reduced the
exercise price of these warrants to $2.40. On October 19, 2005, the exercise
price was further reduced to $0.166 pursuant to the extension terms of the
Series AA Convertible Debenture mentioned below. Under the terms of the Series B
Common Stock Purchase Warrants, Vicis Capital may purchase up to 83,335 shares
of the Company's Common Stock at an exercise price of $3.75 per share for a
five-year period. On September 1, 2005, the Company reduced the exercise price
of these warrants to $2.40. On October 19, 2005, the exercise price was further
reduced to $0.166 pursuant to the extension terms of the Series AA Convertible
Debenture mentioned below. Under the terms of the Series C Common Stock Purchase
Warrants, Vicis Capital may purchase up to 41,670 shares of the Company's Common
Stock at an exercise price of $3.00 per share for a one-year period. On
September 1, 2005, the Company reduced the exercise price of these warrants to
$2.40. On October 19, 2005, the exercise price was further reduced to $0.166
pursuant to the extension terms of the Series AA Convertible Debenture mentioned
below. On February 9, 2006, Vicis Capital exercised the 41,670 Series C Common
Stock Warrants through the payment of $6,917.22 to the Company. The Series A
Debentures and Series A, B, and C Common Stock Purchase Warrants may not be
converted and exercised to the extent that Vicis Capital's overall ownership of
the Company's Common Stock exceeds 4.99%, unless such limitation is waived by
Vicis Capital upon no less than sixty-one days (61) advance written notice.
Pursuant to the terms of a Debt Exchange Agreement dated July 8, 2005 between
Vicis Capital and the Company, the Series A Debentures were converted into
262,329 shares of the Company's Series B Zero Coupon Preferred Stock and 196,747
five-year Vicis Capital Debt Exchange Warrants with an exercise price of fifteen
cents ($.15). The issuance of the Series B Zero Coupon Preferred Stock and the
Vicis Capital Debt Exchange Warrants was exempt from the registration
requirements of the Securities Act of 1933, as amended, pursuant to Section 4(2)
of the Act for transactions not involving a public offering and based on the
fact that the Series B Zero Coupon Preferred Stock and Vicis Capital Debt
Exchange Warrants were issued to institutional or accredited investors only. As
a result of fees incurred in connection with the Series A Debentures mentioned
above, the Company issued Common Stock Purchase Warrants to MidTown Partners &
Co., LLC to purchase 1,667 shares of the Company's Common Stock at an exercise
price of $3.00 per share for a term of five (5) years. On September 1, 2005, the
Company reduced the exercise price of these warrants to $2.40. The issuance of
the common stock purchase warrants was exempt from the registration requirements
of the Securities Act of 1933, as amended, pursuant to Section 4(2) of the Act
for transactions not involving a public offering and based on the fact that the
common stock purchase warrant was issued to institutional or accredited
investors only. The common shares underlying the Series B Zero Coupon Preferred
Stock, the Vicis Capital Debt Exchange Warrants, and the Series A, B, and C
Warrants were included in the registration statement on Form SB-2 that was
declared effective by the SEC on March 1, 2006.

          Read Report of Independent Registered Public Accounting Firm


                                      F-25
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               DECEMBER 31, 2006

NOTE E - CONVERTIBLE PROMISSORY NOTES (Continued)

On May 6, 2005, the Company issued to Vicis Capital Master Fund ("Vicis") a
Series B Convertible Debenture (the "Debenture") in the principal amount of
$250,000, and related Series D, Series E and Series F Common Stock Purchase
Warrants. The Debenture has a term of 24 months and accrues interest an annual
rate of fifteen percent (15%). The Company has the option to pay interest in
cash or in shares of its registered common stock at a ten percent (10%) discount
to the market price, as calculated pursuant to the express terms of the
Debenture. At maturity, Vicis may convert the Debenture into shares of the
Company's Common Stock at a price of $2.40 per share. On October 19, 2005, the
conversion price was reduced to $0.166 pursuant to the extension terms of the
Series AA Convertible Debenture described in further detail below. The Company
has not made the semi-annual interest payments on the Series B Convertible
Debenture and owes an aggregate of $56,250 in past due interest payments.

On November 16, 2005, the Company issued Series AA Convertible Debenture, Series
AA Common Stock Purchase Warrants, and Series BB Common Stock Purchase Warrants
to Vicis. Pursuant to the terms of the Series AA Convertible Debenture, Vicis
loaned the Company an aggregate of $412,000 at an annual rate of interest of
sixteen percent (16%). The Series AA Convertible Debenture was cancelled on
August 11, 2006 and became part of a Secured Convertible Promissory Note dated
August 11, 2006 in the amount of $1,302,000. Interest on the Series AA
Convertible Debenture from inception through August 11, 2007 totals $70,074 and
is still owing to Vicis.

          Read Report of Independent Registered Public Accounting Firm


                                      F-26
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               DECEMBER 31, 2006

NOTE E - CONVERTIBLE PROMISSORY NOTES (Continued)

On November 16, 2005, the Company issued a Promissory Note for $100,000 to
Laurence Wallace (the "Wallace Promissory Note") at an annual interest rate of
eight percent (8%). On the maturity date of the Wallace Promissory Note (April
17, 2006), Wallace had the option to execute a debt conversion agreement under
which the principal amount of the Wallace Promissory Note would convert into
100,000 units of the Company's securities, each unit consisting of (i) two
shares of Medical Media's Common Stock (for an aggregate of 200,000 shares), and
(ii) one Common Stock Purchase Warrant to purchase an additional share of the
Company's Common Stock (for an aggregate of 100,000 warrants) with an exercise
price of $1.00 per share. On October 12, 2006, the Company and Mr. Wallace
entered into a letter of extension whereby the maturity date on the Wallace
Promissory Note was extended to April 15, 2007 (the "Extension") with the
issuance of three-year Common Stock Purchase Warrants to purchase 100,000 shares
of the Company's Common Stock with a fixed exercise price of $0.17 per share.
Terms of the Extension included the issuance of the Warrants, a payment of
$5,000 on each of October 1, October 15, November 15, and December 15, 2006, and
January 15, February 15, and March 15, 2007, and a final payment on April 15,
2007 of $65,000 plus any accrued and unpaid interest. As of the date of this
filing, the first three payments required to be made pursuant to the Extension
have not been made.

On November 16, 2005, the Company issued a Promissory Note for $200,000 to
Carmen Bernstein (the "Bernstein Promissory Note") at an annual interest rate of
ten percent (10%). On the maturity date of the Bernstein Promissory Note
(December 14, 2005), Bernstein had the option to execute a debt conversion
agreement under which the principal amount of the Bernstein Promissory Note
would convert into 200,000 units of the Company's securities, each unit
consisting of (i) one share of the Company's Common Stock (for an aggregate of
200,000 shares), and (ii) one Common Stock Purchase w\Warrant to purchase an
additional share of the Company's Common s\Stock (for an aggregate of 200,000
warrants) with an exercise price of $2.00 per share. The Bernstein Promissory
Note was due on December 14, 2005. As of the date of this filing, the amounts
due thereunder have not been repaid, although it has been extended indefinitely
by mutual verbal agreement to April 15, 2007.

On November 30, 2005, the Company issued to William H. Quiros a 12-month
Convertible Promissory Note ("November Quiros Note") for $1,000,000 with
interest accruing at the rate of twenty percent (20%) per annum, compounded
semi-annually. Interest was to be paid at the end of each calendar quarter in
either shares of Series C Zero Coupon Preferred Stock of the Company valued at
$1.00 per share, or cash, at the option of Quiros. The Series C Zero Coupon
Preferred Stock would convert into shares of the Company's Common Stock on the
maturity date of the November Quiros Note at a ten percent (10%) discount to the
then-current market price based on the average closing price for the twenty (20)
days immediately preceding the conversion. On December 31, 2005, the Company
issued 8,627 shares of its Series C Zero Coupon Preferred Stock as payment for
$8,627 interest accrued through December 31, 2005. The 8,627 shares are
convertible into 9,586 shares of the Company's Common Stock. At maturity, Quiros
had the option to convert the November Quiros Note into Common Stock of the
Company at a fixed conversion price of $.40 per share. The Company also issued
Quiros five-year Common Stock Purchase Warrants ("Quiros Warrants") to purchase
an aggregate of 2,500,000 shares of common stock at a Fixed Exercise price of
$0.75 per share. On July 28, 2006, the Company and Quiros agreed to amend the
terms of the November Quiros Note as follows: (i) the Maturity Date was extended
to November 30, 2008; (ii) the note would not be convertible until the Maturity
Date; (iii) the Company would have the option to repay the note at any time
prior to the Maturity Date; (iv) the conversion price on the note was changed to
an amount equal to a twenty percent (20%) discount to the then-current market
price based on the average closing price for the twenty (20) days immediately
preceding the conversion, but in no event less than $0.166 per share; (v)
quarterly interest payments on the note would be applied toward the balance
remaining unpaid under the March Quiros Note (as described below) until such
time as the entire $450,000 under the March Quiros Note has been received by the
Company, at which time all future interest will accrue, but will not become due
and payable until the maturity date; and (vi) certain price ratchets were
deleted. The November Quiros Warrants were also amended to delete certain price
ratchets. The November Quiros Note and the accompanying Common Stock Purchase
Warrants are not convertible or exercisable such that Quiros' overall Common
Stock ownership position in the Company exceeds 4.99%; provided, however, that
upon Quiros providing the Company with sixty-one (61) days notice (the "Waiver
Notice") that he would like to waive this restriction with regard to any or all
shares of Common Stock issuable upon exercise of the conversion feature of the
November Quiros Note, this restriction will be of no force or effect with regard
to all or a portion of the November Quiros Note referenced in the Waiver Notice,
and provided further that this provision shall be of no further force or effect
during the sixty-one (61) days immediately preceding the expiration of the term
of the November Quiros Note. Pursuant to the above provisions, the amount of
interest due under the November Quiros Note and credited to the March Quiros
Note to date was $173,041.

          Read Report of Independent Registered Public Accounting Firm


                                      F-27
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               DECEMBER 31, 2006

NOTE E - CONVERTIBLE PROMISSORY NOTES (Continued)

On January 27, 2006, the Company and CapitalSmart, LLC, a California limited
liability company, ("CSmart") entered into a Note Purchase Agreement pursuant to
which CSmart agreed to loan the Company an aggregate of $1,000,000 through
installments of $250,000 on February 15, 2006 and $750,000 on March 31, 2006.
The Note Purchase Agreement provided that the Company issue Csmart a convertible
promissory note in the original aggregate face amount of $1,000,000 (the
"CapitalSmart Note") and five-year Common Stock Purchase Warrants to purchase
2,500,000 shares of the Company's Common Stock (the "CSmart Warrants") at a
Fixed Exercise Price of $0.75 per share. The Company issued the CSmart Note on
February 15, 2006 and issued CSmart 625,000 Warrants. The CSmart Note was to
mature twelve months from the date of issuance (the "Maturity Date") and accrued
interest at a rate of 20% (compounded semi-annually). Interest was payable at
the end of each quarter in either (i) shares of the Company's Series C Zero
Coupon Preferred Stock valued a $1.00 per share, or (ii) cash, at the option of
CSmart. The first interest payment due on March 31, 2006 of $6,438 was paid on
April 1, 2006 in cash. On the Maturity Date, CSmart had the option to convert
the CSmart Note into shares of the Company's Common Stock at a fixed conversion
price of $0.40 per share. As of July 28, 2006, CSmart had loaned the Company
$624,580.50 and CSmart and the Company agreed to cancel the Csmart Note and the
outstanding 625,000 CSmart Warrants, and to issue in lieu thereof, separate
replacement convertible promissory notes and warrants to the principals of
CSmart or to entities controlled by the principals of CSmart. In accordance
therewith, four convertible promissory notes in an aggregate amount equal to $1
million were issued to: Softrev Partners, Inc. for $250,000, Gilbert B. Ross for
$200,000, William H. Quiros for $450,000, and Steven Port for $100,000. The
notes, described in detail herein, were issued on July 28, 2006 with an
effective date as to when each principal contributed funds to the Company to be
applied toward the CSmart Note balance.

On February 15, 2006, the Company issued a Convertible Promissory Note to Steven
J. Port for $100,000 (the "February Port Note") and five-year Common Stock
Purchase Warrants to purchase 250,000 shares of the Company's Common Stock at a
Fixed Exercise Price of $0.75 per share (the "February Port Warrants"). The
February Port Note was issued as a partial replacement for the CSmart Note for
$1,000,000 described above. The February Port Note will mature twelve months
from the date of issuance (the "Maturity Date") and accrues interest at the rate
of 20% compounded semi-annually. At the option of Port, interest will be paid at
the end of each quarter in either (i) shares of the Company's Series C Zero
Coupon Preferred Stock valued a $1.00 per share, or (ii) cash. With the consent
of both the Company and Port, the February Port Note may be extended for an
additional 12 months with the terms of the interest payments remaining the same.
The Port Note is not convertible until the Maturity Date. On the Maturity Date,
Port has the option to convert the February Port Note into shares of the
Company's Common Stock at a price equal to forty cents ($0.40), or an amount
equal to a twenty percent (20%) discount to the then-current market price based
on the average closing price for the twenty (20) days immediately preceding the
conversion, with the exception that the Conversion Price shall not be lower than
$0.166. On September 30, 2006, the Company issued 11,644 shares of its Series C
Zero Coupon Preferred Stock in lieu of $11,644 representing interest accrued
through September 30, 2006. On December 31, 2006, the Company issued 5,042
shares of its Series C Zero Coupon Preferred Stock in lieu of $5,024
representing interest accrued through December 31, 2006. As of March 31, 2007,
total interest due was $4,932 which will be paid through the issuance of 4,932
shares of our Series C Zero Coupon Preferred Stock.

          Read Report of Independent Registered Public Accounting Firm


                                      F-28
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               DECEMBER 31, 2006

NOTE E - CONVERTIBLE PROMISSORY NOTES (Continued)

On February 16, 2006, the Company issued a Convertible Promissory Note to
Gilbert B. Ross for $200,000 (the "Ross Note") and five-year Common Stock
Purchase Warrants to purchase 500,000 shares of the Company's Common Stock at a
Fixed Exercise Price of $0.75 per share (the "Ross Warrants"). The Ross Note was
issued as a partial replacement for the CSmart Note for $1,000,000 described
above. The Ross Note will mature three years from the date of issuance (the
"Maturity Date") and accrues interest at the rate of twenty percent (20%) per
annum. Interest accrues but is not due and payable until the Maturity Date. With
the consent of both the Company and Ross, the Ross Note may be extended for an
additional 12-month term, with the terms of the interest payments remaining the
same. The Ross Note is not convertible until the Maturity Date. On the Maturity
Date, Ross has the option to convert the Ross Note into shares of the Company's
Common Stock at a price equal to a twenty percent (20%) discount to the
then-current market price based on the average closing price for the twenty (20)
days immediately preceding the conversion, but in no event shall the Conversion
Price be less than $0.166 per share.

On March 31, 2006, the Company issued a Convertible Promissory Note to William
H. Quiros for $450,000 (the "March Quiros Note") and agreed to issue five-year
Common Stock Purchase Warrants to purchase 1,125,000 shares of the Company's
Common Stock at a Fixed Exercise Price of $0.75 per share (the "March Quiros
Warrants"). The March Quiros Note was issued as a partial replacement for the
CSmart Note for $1,000,000 described above. Per the terms of the November Quiros
Note, as amended, quarterly interest payments on the November Quiros Note would
be applied toward the balance remaining unpaid under the March Quiros Note until
the Company has received the entire $450,000 under the March Quiros Note.
Additionally, quarterly interest payments on the March Quiros Note would be
applied toward the balance remaining unpaid under the March Quiros Note until
the entire $450,000 under the March Quiros Note has been received by the
Company, at which time all future interest will accrue, but will not become due
and payable until the maturity date. The March Quiros Note will mature three
years from the date of issuance (the "Maturity Date") and accrues interest at a
rate of twenty percent (20%) per annum. Interest accrues but is not due and
payable until the Maturity Date. With the consent of both the Company and
Quiros, the March Quiros Note may be extended for an additional 12-month term,
with the terms of the interest payments remaining the same. The March Quiros
Note is not convertible until the Maturity Date. On the Maturity Date, Quiros
has the option to convert the March Quiros Note into shares of the Company's
Common Stock at a price equal to a twenty percent (20%) discount to the
then-current market price based on the average closing price for the twenty (20)
days immediately preceding the conversion, but in no event shall the Conversion
Price be less than $0.166 per share. As of September 30, 2006, Mr. Quiros had
loaned the Company $128,751 under the March Quiros Note. As of December 31,
2006, Mr. Quiros had loaned the Company $185,653 under the March Quiros Note,
including $173,041 from the November Quiros Note and $12,612 from the March
Quiros Note. As of March 31, 2006, Mr. Quiros had loaned the Company $244,123
under the March Quiros Note, including $49,314 from the November Quiros Note and
$9,156 from the March Quiros Note. Accordingly, the Company is required to issue
Mr. Quiros 277,680 Common Stock Purchase Warrants through December 31, 2006 and
146,177 Common Stock Purchase Warrants through March 31, 2007.

          Read Report of Independent Registered Public Accounting Firm


                                      F-29
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               DECEMBER 31, 2006

NOTE E - CONVERTIBLE PROMISSORY NOTES (Continued)

On March 31, 2006, the Company issued a Convertible Promissory Note to Elaine G.
Edinburg for $10,000 (the "Edinburg Note") and five-year Common Stock Purchase
Warrants to purchase 25,000 shares of the Company's Common Stock at a Fixed
Exercise Price of $0.75 per share (the "Edinburg Warrants"). The Edinburg Note
matures twelve months from the date of issuance (the "Maturity Date") and
accrues interest at a rate of twenty percent (20%) compounded semi-annually. At
the option of Edinburg, interest will be paid at the end of each quarter in
either (i) shares of the Company's Series C Zero Coupon Preferred Stock valued a
$1.00 per share, or (ii) cash. On the Maturity Date, Edinburg had the option to
convert the Edinburg Note into shares of the Company's Common Stock at a Fixed
Conversion Price of $0.40 per share. With the consent of both the Company and
Edinburg, the Edinburg Note may be extended for an additional twelve (12) months
with the terms of the interest payments remaining the same. On June 20, 2006,
Edinburg and the Company agreed to amend the Edinburg Note and Edinburg Warrants
as follows: (i) the conversion price was changed to the Investor's option of an
amount equal to forty cents ($0.40) or an amount equal to a twenty percent (20%)
discount to the then-current market price based on the average closing price for
the twenty (20) days immediately preceding the conversion, with the exception
that the Conversion Price shall not be lower than $0.166; and (ii) price
ratchets were deleted. On September 30, 2006, the Company issued 998 shares of
its Series C Zero Coupon Preferred Stock as payment for $998 interest accrued
through September 30, 2006. On December 31, 2006, the Company issued 505 shares
of its Series C Zero Coupon Preferred Stock as payment for $505 interest accrued
through December 31, 2006. As of March 31, 2007, total interest due was $493
which will be paid through the issuance of 493 shares of our Series C Zero
Coupon Preferred Stock.

On April 1, 2006, the Company issued a Convertible Promissory Note to Steven J.
Port for $125,000 made in installments (the "April Port Note") and five-year
Common Stock Purchase Warrants to purchase 312,500 shares of the Company's
Common Stock at a Fixed Exercise Price of $0.75 per share (the "April Port
Warrants"). The original maturity date of the April Port Note was April 30, 2006
and interest accrues at the rate of twenty percent (20%) per annum. Interest
accrues, but is not due and payable until the Maturity Date. The April Port Note
automatically extends to the end of each succeeding month until such time as
Port provides a 15-day written notice to the Company that the April Port Note
may no longer be automatically extended. The terms of interest will remain the
same throughout the automatic extension periods. On the Maturity Date, Port has
the option to convert the April Port Note into shares of the Company's Common
Stock at a price equal to an amount equal to forty cents ($0.40), or an amount
equal to a twenty percent (20%) discount to the then-current market price based
on the average closing price for the twenty (20) days immediately preceding the
conversion, with the exception that the Conversion Price shall not be lower than
$0.166.

          Read Report of Independent Registered Public Accounting Firm


                                      F-30
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               DECEMBER 31, 2006

NOTE E - CONVERTIBLE PROMISSORY NOTES (Continued)

On April 16, 2006, the Company issued a Convertible Promissory Note to Softrev
Partners, Inc. for $250,000 (the "Softrev Note") and five-year Common Stock
Purchase Warrants to purchase 625,000 shares of the Company's Common Stock at a
Fixed Exercise Price of $0.75 per share (the "Softrev Warrants"). The Softrev
Note was issued as a partial replacement for the CSmart Note for $1,000,000
described above. The Softrev Note matures three years from the date of issuance
(the "Maturity Date") and accrues interest at a rate of twenty percent (20%) per
annum. Interest accrues but is not due and payable until the Maturity Date. With
the consent of both the Company and Softrev, the Softrev Note may be extended
for an additional 12-month term, with the terms of the interest payments
remaining the same.

The Softrev Note shall not be convertible until the Maturity Date. On the
Maturity Date, Softrev has the option to convert the Softrev Note into shares of
the Company's Common Stock at a price equal to a twenty percent (20%) discount
to the then-current market price based on the average closing price for the
twenty (20) days immediately preceding the conversion, but in no event shall the
Conversion Price be less than $0.166 per share.

On June 1, 2006, the Company issued a Secured Promissory Note to Vicis for
$50,000 ("Vicis June 1 Secured Note"). The Vicis June 1 Secured Note was to
mature on December 31, 2006 and accrued interest at a rate of eighteen percent
(18%) per annum. The Vicis June 1 Secured Note was secured by all accounts
receivable due from Butler Animal Health Supply after June 1, 2006, or any other
money due the Company from any and all other sources. The Vicis June 1 Secured
Note could be prepaid in whole or in part at any time, with a prepayment penalty
of $5,492.25. On August 11, 2006, Vicis surrendered the Vicis June 1 Secured
Note as partial consideration for the Company's issuance of a Secured
Convertible Promissory Note in the principal amount of $1,302,000. The Company
has not made the interest payments on the Vicis June 1 Secured Note and owes an
aggregate of $1,775 in past due interest payments.

On June 30, 2006, the Company issued a Secured Promissory Note to Vicis for
$50,000 ("Vicis June 30 Secured Note"). The Vicis June 30 Secured Note was to
mature on January 31, 2007 and accrued interest at a rate of eighteen percent
(18%) per annum. The Vicis June 30 Secured Note was secured by all accounts
receivable due from Butler Animal Health Supply after June 30, 2006, or any
other money due the Company from any and all other sources. The Vicis June 30
Secured Note could be prepaid in whole or in part at any time, with a prepayment
penalty of $5,492.25. On August 11, 2006, Vicis surrendered the Vicis June 30
Secured Note as partial consideration for the Company's issuance of a Secured
Convertible Promissory Note in the principal amount of $1,302,000. The Company
has not made the interest payments on the Vicis June 30 Secured Note and owes an
aggregate of $1,060 in past due interest payments.

On August 11, 2006, the Company issued a 10% Secured Convertible Promissory Note
in the principal amount of $1,302,000 (the "Note") to Vicis pursuant to the
terms of a Note Purchase Agreement. As consideration for the Note, Vicis (a)
delivered $790,000 in cash (the "Cash Payment"); (b) surrendered two secured
promissory notes issued by the Company to Vicis on June 1, 2006, and June 30,
2006, respectively, each in the principal amount of $50,000 (collectively, the
"June Notes"); and (c) surrendered a Series AA Convertible Debenture No. 05-0719
issued by the Company to Vicis on July 19, 2005, in the principal amount of
$412,000 (the "Debenture"). At any time while the Note remains outstanding,
Vicis may convert the outstanding principal balance and any accrued but unpaid
interest on the Note into shares of the Company's Common Stock, par value $.0005
per share, at a conversion price of $.166 per share (the "Conversion Shares").
The principal balance of the Note is due in one lump sum payment on August 10,
2007 (the "Maturity Date"), unless earlier converted. Interest on such principal
(or any balance thereof outstanding from time to time) accrued at an annual rate
of interest of ten percent (10%) and was payable on the Maturity Date. As
security for the Company's obligations under the Purchase Agreement and the
Note, the Company pledged all of the capital stock of the Company's
subsidiaries, PetCARE TV, African American Medical Network, and KidCARE TV
(collectively the "Subsidiaries"), pursuant to the terms of a Stock Pledge and
Escrow Agreement, dated August 11, 2006. Repayment of the Note is guaranteed by
the Subsidiaries and is also secured by a blanket lien encumbering the assets of
the Company and the Subsidiaries. As an inducement for Vicis to purchase the
Note, Philip M. Cohen, President and Chief Executive Officer of the Company,
agreed to amend his employment agreement to include a three (3) year non-compete
clause.

          Read Report of Independent Registered Public Accounting Firm


                                      F-31
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               DECEMBER 31, 2006

NOTE E - CONVERTIBLE PROMISSORY NOTES (Continued)

NOTE F - COMMITMENTS AND CONTINGENCIES

On June 5, 2002, the Company entered into an Employment Agreement ("Original
Agreement") with Philip Cohen. On March 23, 2006, the Original Agreement was
replaced it its entirety with an Amended Employment Agreement ("Agreement") with
respect to the provision of services as our Chief Executive Officer and
President. On August 11, 2006, as an inducement for Vicis Capital Master Fund to
loan the Company $1,302,000, Mr. Cohen agreed to execute a Second Amended
Employment Agreement that added certain non-compete provisions for a three-year
period following termination of the agreement.

In August 2003, the Company entered into a sixty-two (62) month lease agreement
commencing on October 1, 2003 with Liberty Property Limited Partnership for
approximately 3,800 square feet of office/warehouse space located at 8406
Benjamin Road, Suite C, Tampa, Florida 33634. Under this agreement, minimum
lease expense for the 12 months ended December 31, 2007 and the eleven months
ended November 30, 2008 will be approximately $41,100 and $38,500 respectively.

At December 31, 2005, the Company had a consulting agreement in place with Mr.
James Calaway, a member of its Board of Directors. The agreement states that Mr.
Calaway provide financial consulting services, at the direction of the Board of
Directors, for the amount of $667 per month.

On June 1, 2005, PetCARE TV entered into an employment agreement with Bernard J.
Kouma with respect to the provision of services as its President, which
agreement terminates on May 31, 2010, with a base salary of $72,000 per year.
The agreement also contains a two-year non-compete clause.

On November 16, 2005, the Company entered into an employment agreement with
Donald R. Mastropietro with respect to the provision of services as our Sr. Vice
President Finance, Chief Financial Officer, Treasurer, and Assistant Secretary,
which agreement terminates on November 15, 2010, with a base salary of $128,400
per year. The agreement also contains a two-year non-compete clause.

On November 16, 2005, the Company entered into an employment agreement with
Teresa J. Bray with respect to the provision of services as our Vice President
Administration/Compliance and Secretary, which agreement terminates on November
15, 2010, with a base salary of $118,400 per year. The agreement also contains a
two-year non-compete clause.

          Read Report of Independent Registered Public Accounting Firm


                                      F-32
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               DECEMBER 31, 2006

NOTE G - SUBSEQUENT EVENTS

On February 1, 2007, the Company issued a Note Purchase Agreement and 10%
Secured Convertible Promissory Note in the principal amount of $250,000 (the
"Note") to Vicis pursuant to the exemption from registration found in Section
4(2) of the Securities Act of 1933. At any time while the Note remains
outstanding, Vicis may convert the outstanding principal balance and any accrued
but unpaid interest on the Note into shares of the Company's Common Stock, par
value $.0005 per share, at a conversion price of $.166 per share (the
"Conversion Shares"). The principal balance of the Note is due in one lump sum
payment on August 10, 2007 (the "Maturity Date"), unless earlier converted.
Interest on such principal (or any balance thereof outstanding from time to
time) accrued at an annual rate of interest of ten percent (10%) and was payable
on the Maturity Date. As security for the Company's obligations under the
Purchase Agreement and the Note, the Company pledged all of the capital stock of
the Company's subsidiaries, PetCARE TV, African American Medical Network, and
KidCARE TV (collectively the "Subsidiaries"), pursuant to the terms of a Stock
Pledge and Escrow Agreement, dated August 11, 2006. Repayment of the Note is
guaranteed by the Subsidiaries and is also secured by a blanket lien encumbering
the assets of the Company and the Subsidiaries. As an inducement for Vicis to
purchase the Note, Philip M. Cohen, President and Chief Executive Officer of the
Company, agreed to amend his employment agreement to include a three (3) year
non-compete clause.

On March 23, 2007, Medical Media Television, Inc. (the "Company") issued
25,000,000 shares of its common stock, par value $.0005 per share (the "Common
Stock), to Vicis Capital Master Fund ("Vicis") pursuant to the terms of that
certain Stock Purchase Agreement (the "Purchase Agreement") of even date
therewith. Pursuant to the Purchase Agreement, the Company sold the Common Stock
to Vicis at $.01 per share, for a total purchase price of $250,000. The purchase
price for the Common Stock was paid in cash. Pursuant to the Purchase Agreement,
Vicis agreed to waive all anti-dilution privileges, preemptive rights, and price
adjustment rights on all convertible securities held by Vicis, except for
certain common stock purchase warrants held by Vicis. The issuance of the Common
Stock was exempt from the registration requirements of the Securities Act of
1933, as amended, pursuant to Section 4(2) of the Act for transactions not
involving a public offering and Rule 506 promulgated by the United States
Securities and Exchange Commission under the Securities Act of 1933, as amended.
The Common Stock was issued to one institutional investor.

NOTE H - CHANGE IN CONTROL

Pursuant to the transaction described herein where Vicis Capital Master Fund
purchased 25,000,000 shares of the Company's Common Stock, Vicis acquired
control of the Company. Prior to the transaction, the Company had 100,000,000
shares of common stock authorized, of which 21,121,302 shares were issued and
outstanding. After the transaction, Vicis owns an aggregate of 25,181,552 shares
of the Company's common stock, or 55% of the 46,121,302 shares of common stock
issued and outstanding. Vicis also holds certain convertible securities and
common stock purchase warrants, which, if exercised or converted into common
stock of the Company, could result in the issuance of an additional 31,501,308
shares of the Company's common stock to Vicis. If these shares are issued to
Vicis, Vicis will hold a total of 56,682,860 shares of the Company's common
stock. There are no arrangements or understandings between Vicis and the Company
with respect to the election of directors or other matters.

                                      F-33

<PAGE>

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, on April 17,
2006.

<TABLE>
<CAPTION>
---------------------- ------------------------ ---------------- --------------------------
Title                  Name                     Date             Signature
---------------------- ------------------------ ---------------- --------------------------

<S>                    <C>                      <C>              <C>
Principal Executive
 Officer               Philip M. Cohen          April 17, 2007   /s/ Philip M. Cohen
---------------------- ------------------------ ---------------- --------------------------

Principal Financial
 Officer               Donald R. Mastropietro   April 17, 2007   /s/ Donald R. Mastropietro
---------------------- ------------------------ ---------------- --------------------------
</TABLE>

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

By:     /s/ Philip M. Cohen          Chief Executive Officer
                                       and Director               April 17, 2007
--------------------------------------------------------------------------------
       Philip M. Cohen

By:     /s/Donald R. Mastropietro    Chief Financial Officer
                                       and Director               April 17, 2007
--------------------------------------------------------------------------------
       Donald R. Mastropietro

By:     /s/ Charles V. Richardson    Chief Marketing Officer
                                       and Director              April 17, 2007
--------------------------------------------------------------------------------
       Charles V. Richardson

By:     /s/ Jeffrey I. Werber        Director                     April 17, 2007
--------------------------------------------------------------------------------
       Jeffrey I. Werber

By:     /s/ J. Holt Smith            Director                     April 17, 2007
--------------------------------------------------------------------------------
       J. Holt Smith

By:     /s/ Michael Marcovsky        Director                     April 17, 2007
--------------------------------------------------------------------------------
       Michael Marcovsky