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


                                   FORM 10-KSB

                Annual Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                   For the fiscal year ended December 31, 2005

                         Commission File No. 333-105840

                         MEDICAL MEDIA TELEVISION, INC.
                         ------------------------------
             (Exact name of registrant as specified in its charter)


             Florida                                     59-3645932
             -------                                     ----------
 (State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

                  8406 Benjamin Road, Suite C, Tampa, FL 33634
                  --------------------------------------------
                    (Address of Principal Executive Offices)

       Registrant's telephone number, including area code: (813) 888-7330
                                                           --------------

                                       N/A
                                       ---
             (Former name and address if changed since last Report)


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

      Securities registered pursuant to Section 12(g) of the Exchange Act:
                         Common Stock, par value $.0005
                         ------------------------------
                                (Title of Class)

Indicate whether the issuer is required to file reports pursuant to Section 13
or Section 15(d) of the Exchange Act.
Yes  X   No
    ---     ---

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  X   No
    ---     ---

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. X
                                                             ---
<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 $124,764. The
aggregate market value of the voting and non-voting common equity held by
non-affiliates as of March 30, 2006 is $1,539,902. For purposes of the foregoing
calculation only, directors and 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 March 30, 2006 was
21,117,136.(1)

                      DOCUMENTS INCORPORATED BY REFERENCE:
                                      None


          Transitional Small Business Disclosure Format: Yes ___ No X

























--------------------------------
(1) The information provided shall in no way be construed as an admission that
any person whose holdings are excluded from the figure is not an affiliate or
that any person whose holdings are included is an affiliate and any such
admission is hereby disclaimed. The information provided is included solely for
recordkeeping purposes of the Securities and Exchange Commission.

<PAGE>

INTRODUCTORY COMMENT

      Throughout this Annual Report on Form 10KSB, the terms "we," "us," "our,"
"Medical Media," or "our Company" refer 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 as a result 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

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"). We are a development stage company, and
as such, 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 have traditionally relied on 30-second TV spots to
deliver their message to the masses. The impact of these ads began to drop off
in the early 1990's as viewers began clicking to different programs when
advertisements appeared and because of the widespread use of DVRs and Tivos in
the 2000's. In response, advertisers were forced to consider non-traditional
advertising vehicles to achieve the desired consumer penetration and to
influence buying behavior. The approach of place-based media is to deliver
advertisers a captive audience of viewers. While traditional media has more mass
appeal but less influence at the point of purchase, place-based media reaches
consumers close to the time and place of their purchase or need. Place-based
("in-office" or "point of care") media has proven to be effective on several
fronts: (i) it provides a more efficient approach for advertising product
managers who are constantly challenged to deliver greater volume with fewer
dollars by reaching consumer/patients when they are already in the office, (ii)
it provides critically important health education programming that helps
overcome complacency and motivates action on the part of the consumer/patient,
(iii) it 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) it provides an opportunity for healthcare providers to increase revenues.

         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 updated programming for KidCARE TV through
video streaming direct to each subscribing location. Each month of programming
contains approximately 28 educational segments interspersed with up to 24
commercial advertising spots, approximately 24 billboards, and public service
announcements. The programming is funded in part, by commercial advertisers that
are reviewed and approved by the advisory boards of our networks. Our
programming is obtained through an annual subscription with updated DVD
magazines mailed monthly or streamed to all subscribers.

         We have expended approximately $5,170,000 through December 31, 2005 in
developing our business plan. PetCARE TV placed viewing systems in over 3,200
veterinary offices, and has completed the production, replication, and delivery
of monthly programming since March 2003. African American Medical Network placed
viewing systems in approximately 693 physician offices serving the African
American population, and has completed the production, replication, and delivery
of monthly programming since June 2005. KidCARE TV plans to have 1,000
subscribers by year end with programming to be delivered in January 2007. For
the period from the implementation of our current business plan (June 2002)
through December 31, 2005, we have generated approximately $30,000 of revenue
and approximately $40,000 of deferred revenue from subscription sales,
approximately $137,000 from advertising and approximately $20,000 from sales of
Welcome Home Your New Friend (educational DVDs sold to veterinarians for them to
give to new pet owners).

<PAGE>

         Our websites were developed in cooperation with third party
consultants. We are in the process of updating these websites which 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 Educational Programming

         We currently produce a monthly DVD magazine for PetCARE TV and African
American Medical Network. Each month of programming contains approximately 28
educational segments interspersed with up to 24 commercial advertising spots
(consisting of 30-second commercials), approximately 24 billboards (consisting
of 7-second static visual, a picture that doesn't move, identifying a product
brand or company), and public service announcements. 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 four million pet owners each
month. Our educational programming for the African American population was
designed to create awareness about key diseases and the regimen needed to
preserve life and the quality of life; is available only through doctor's
offices serving the African American population; and will be viewed by the
patients of the more than 15,000 doctors who serve the majority of the 36
million U.S. African Americans. Our educational programming for KidCARE TV will
be directed to the 60,000 members of the American Pediatric Association.

         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.

         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.

<PAGE>

         Since the release of our first DVD magazine in March 2003, we have 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,
Dermapet, Nestle, Colgate-Palmolive Company, Merck, GlaxoSmithKline, Pfizer,
McNeil Consumer and Specialty Pharmaceuticals, American Lung Association, and
Proctor & Gamble.

         The cost for monthly programming is approximately $18,000. Currently,
the cost of replication of the DVD magazines and distribution to medical offices
is approximately $1.45 each. The cost of each viewing system is approximately
$195.00 per subscriber.

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/or 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, which subtitles can be used at the option of each subscribing
location.

         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 Welcome Home Your New Friend DVDs). Lifelearn's focus is the
production and marketing of veterinary continuing education and reference
programs in electronic interactive multimedia format.

         On January 1, 2006, the Company entered into a one-year Consulting
Agreement with Saddle Ranch Productions, Inc. ("Saddle Ranch"), a Florida
corporation, wherein Saddle Ranch will provide consulting services; specifically
relating to: (i) all areas of video production, editing, and mastering; (ii) all
areas of marketing, specifically related to geographic expansion of the networks
and subscriber base; and (iii) all areas of advertising sales, including but not
limited to the employment of regional sales directors for the express purpose of
soliciting and obtaining advertising contracts and/or insertion order for the
Company's networks with concentration on providing product adjacencies and/or
exclusivity for multi-network purchases. The Company will pay Saddle Ranch an
aggregate of $19,000 per month for the consulting services.

          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 Welcome Home Your New Friend DVDs) 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.

<PAGE>

         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 Welcome
Home Your New Friend DVDs) 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 initially offered 3,000 three-year subscriptions at no
charge (including a viewing system) in order to build its subscriber base.
Subscription sales began in January 2004. PetCARE TV subscribed a total of 3,247
veterinary offices with active installations of 2,783 located in all fifty
states and the District of Columbia, Canada, Puerto Rico, and Australia. Audited
results project that our monthly programming is viewed by over four million pet
owners. Of the 3,247 total subscriptions, 2,890 were complimentary and 357 were
paid.

         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 African American population currently represents about 12.3% of the total
U.S. population 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 will give doctors an 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.

         African American Medical Network is currently offering its annual
subscriptions at no charge (including a viewing system) in order to build its
subscriber base. Currently, we have approximately 693 medical offices with
active installations.

         KidCARE TV plans to target parent consumers through pediatric offices
nationwide with educational programming developed to create awareness about
preventative health measures to educate parents on specific childhood diseases
and problems, and to ultimately help build healthier children. 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 US 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.

<PAGE>

Selling to Commercial Advertisers

         Advertising through place-based media has proven to be effective as it
presents a captive audience to the advertisers and carries a perceived
endorsement from healthcare providers. We are poised to provide advertisers the
captive markets they desire with limited competition in the almost-exclusive
markets we serve. Our point-of-care networks enable advertisers to speak
directly to patient/consumers at the point of their need--when they are just
minutes away from seeing their healthcare provider.

         On each of our network's monthly programming, we offer 24 commercial
spots available for sale to national advertisers to capture the attention of
their specifically targeted audience in the veterinary or medical waiting room
at a cost effective rate. 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.

         In regard to our veterinary network, 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.

         For our 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 which
disproportionately affect African Americans.

         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.

         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.

<PAGE>

         We attract national and international advertisers by capturing the
attention of their specifically targeted audience in the veterinary and medical
waiting room at a cost effective rate. Each 30-second commercial is aired once
every hour. We compete by providing advertisers with a captive, targeted
audience of consumers. Commercials on our network are aired in waiting rooms on
a viewing system typically located in a room with no sight barriers, and where
neither the channel nor the volume can be changed by the viewer. We believe that
in airing a commercial to our highly targeted captive audience, advertisers are
offered an opportunity that cannot currently be matched by our competitors.

         Our advertising rates for PetCARE TV are $10,000 per 30-second
commercial spot and $3,500 per 7-second billboard. Our advertising rates for
African American Medical Network are $15,000 per 30-second commercial and $9,000
per 7-second billboard. An increase is expected in the second quarter of 2006.
GlaxoSmithKline (NYSE: GSK), Merck (NYSE: MRK), and Johnson & Johnson's McNeil
Pharmaceuticals (NYSE: JNJ) previously submitted insertion orders which were
subsequently withdrawn until the number of subscribers for African American
Medical Network reaches 1,000. In 2006, PetCARE TV received advertising orders
of $167,000 and African American Medical Network received advertising orders of
$49,600. Advertising rates for KidCARE TV have not yet been determined.

Competition

         Our business involves the use of continuously presented educational
programming interspersed with commercial advertising 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.

         Place-based media is a relatively new forum for advertisers. 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.

         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.

<PAGE>

Significant Employees

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

Subsidiaries

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

Family Relationships
--------------------

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

Government Approvals

         No government approvals are needed for our services.

Employees

         We currently have seventeen full-time employees as follows:

         Operations        8
         Management        4
         Sales             5

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

ITEM 2

PROPERTIES

         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 $3,400.00. 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

Market Information

         Our 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 2004 and 2005 was as follows:

          --------------------------------- -------------- ------------
                                                High*          Low*
               Period (Calendar Year)
          --------------------------------- -------------- ------------
          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
          --------------------------------- -------------- ------------

          --------------------------------- -------------- ------------
          2004:
          --------------------------------- -------------- ------------
          Fourth Quarter                             $0.24        $0.11
          --------------------------------- -------------- ------------
          Third Quarter                              $0.85        $0.12
          --------------------------------- -------------- ------------
          Second Quarter                             $1.30        $0.42
          --------------------------------- -------------- ------------
          First Quarter                              $3.50        $0.10
          --------------------------------- -------------- ------------

          (*The stock prices referenced in this table for 2004 and for the
          First Quarter of 2005 reflect the historical stock price of Medical
          Media's common stock. The stock prices referenced in this table for
          the Second, Third, and Fourth Quarters of 2005 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 March 29, 2006, the last reported sales price of our Common Stock
was $0.09 per share. The quotations referenced in this paragraph reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not
represent actual transactions. The quotations referenced in this paragraph were
obtained from Yahoo! Finance.

<PAGE>

Holders

         There were 418 registered holders or persons otherwise entitled to hold
our common shares as of March 30, 2006 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.

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. The
Company declared and 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.

Information Concerning the Plan and Other Company Equity Compensation Plans

         We have a 2002 Equity Incentive Plan available to key employees and
consultants of the Company. Under the plan, we may grant options for up to
66,667 shares of Common Stock. 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. 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. 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 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. To date, we have granted 5,303 options under this equity
incentive plan. On March 23, 2006, the Board of Directors granted the issuance
of the remaining 61,364 non-qualified stock options under this equity incentive
plan.

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











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<PAGE>

<TABLE>
<CAPTION>

                                Equity Compensation Plan Information
------------------------------------------------------------------------------------------------------------
                                          (a)                    (b)                        (c)
------------------------------- ------------------------ ----------------------- ---------------------------
         Plan Category          Number of securities to     Weighted-average        Number of securities
                                be issued upon exercise     exercise price of      remaining available for
                                of outstanding options,   outstanding options,      future issuance under
                                  warrants and rights      warrants and rights    equity compensation plans
                                                                                    [excluding securities
                                                                                  reflected in column (a)]
------------------------------- ------------------------ ----------------------- ---------------------------
<S>                                      <C>                     <C>                          <C>
Equity compensation plans                66,667                  $0.347                       0
approved by shareholders
------------------------------- ------------------------ ----------------------- ---------------------------
Equity compensation plans not             -0-                      -0-                       -0-
approved by shareholders
------------------------------- ------------------------ ----------------------- ---------------------------
TOTAL                                    66,667                  $0.347                       0
------------------------------- ------------------------ ----------------------- ---------------------------
</TABLE>

Recent Sales of Unregistered Securities

         On November 16, 2005, pursuant to the Merger Agreement between the
Company and AFMN, Inc., the Company issued a Promissory Note for $200,000 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"). 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. The common shares underlying the conversion of the Bernstein
Promissory Note and the common stock purchase warrants were included in the
registration statement on Form SB-2 which was declared effective by the SEC on
March 1, 2006.

         On November 16, 2005, pursuant to the Merger Agreement between the
Company and AFMN, Inc., the Company issued a Promissory Note for $100,000 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"). 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. The common shares underlying the conversion of the
Wallace Promissory Note and the common stock purchase warrants were included in
the registration statement on Form SB-2 which was declared effective by the SEC
on March 1, 2006.

<PAGE>

         On November 16, 2005, pursuant to the Merger Agreement between the
Company and AFMN, Inc., the Company issued Series AA Convertible Debenture for
$412,000, 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. 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. 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 Common Stock Purchase Warrants were included in the registration
statement on Form SB-2 which was declared effective by the SEC on March 1, 2006.

ITEM 6

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS 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, 2005 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. The programming is funded, in part, by
commercial advertisers. Programming may be obtained through an annual
subscription.

<PAGE>

Development Stage Company; Prior 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 advertising sales or
subscription sales until the second quarter of 2006. The foregoing matters had
raised substantial doubt about the ability of our company to continue as a going
concern. However, as a result of two $1,000,000 financings (one completed in
January 2006 and the other to be completed in March 2006), anticipated revenues,
and additional anticipated funding, management now believes that there will be
sufficient cash to continue the business for at least 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.

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, 2005

         From inception to December 31, 2005, we had losses totaling $6,537,290.
For this period, our general and administrative costs totaled $3,268,660 or 56%
of total operating expenses. DVD production costs totaled $524,066 or 9% of
total operating expenses, and sales and marketing costs totaled $1,831,686 or
32% of total operating expenses. The remainder of operating expense is
represented by depreciation and amortization that totaled $155,738 or 3% of
total operating expenses.

<PAGE>

Results of Operations - Comparison of Year Ended December 31, 2005 and 2004

         For the year ended December 31, 2005, we had losses totaling $1,965,302
as compared to losses of $2,188,203 for the same period in 2004. The decrease of
$222,901 is primarily a result of efficiencies in DVD production costs,
decreases in general and administration costs primarily as a result of the
reduction of fund raising costs in 2005 as compared to 2004, and reductions in
interest expense partially offset by increases in sales and marketing expense.
For the year ended December 31, 2005, our general and administration costs
totaled $878,474 as compared to $1,079,148 for the same period in 2004. This
decrease of $200,674 is primarily attributed to fees and costs related to our
fund raising efforts during 2005 ($155,000). Our DVD production costs totaled
$146,086 for the year ended December 31, 2005 as compared to $209,213 for the
same period in 2004. We associate this change to the implementation of
production efficiencies and other cost saving methods offset by increased
production costs related to the Company's conversion from quarterly to monthly
DVD distribution. Our sales and marketing costs totaled $660,985 for the year
ended December 31, 2005 as compared to $501,447 for the same period in 2004.
This increase of $159,538 is attributed to increased staffing and increased
costs associated with the addition of sales and marketing related to African
American Medical Network. Depreciation and amortization costs totaled $6,257 for
the year ended December 31, 2005.

Plan of Operation

         Our plan of operation for the period ending December 31, 2006 is
outlined below.

         A)    Increase in Subscribers: PetCARE TV, through its distribution
               agreements with Butler AHS, Lifelearn, and AAHA, plans to
               increase its subscriber base to a total of 10,000 by year end
               2006. PetCARE TV also plans to develop the animal shelter
               market. African American Medical Network plans to continue to
               offer free annual subscriptions (including a viewing system)
               to the first 3,000 subscribers; currently has approximately
               693 subscribers and expects to have 2,500 subscribers 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 2006.

         C)    Alternative Delivery Methods: The Company will continue to
               explore opportunities for alternative delivery methods for its
               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 also plans to
               re-shoot all programming segments on its Welcome Home Your New
               Friend DVD. KidCARE TV will produce its first three months of
               programming to be streamed directly to subscribing locations.

         For the twelve-month period ending December 31, 2006, we have budgeted
approximately $1,200,000 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 we anticipate that several of these projects may
not be completed until after the twelve-month period cited.

         We anticipate that we will add between two and three additional
employees to our staff during the twelve-month period described above.

         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. We may also
decide at any time 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. See the section of this
prospectus captioned "Forward-Looking Statements".
<PAGE>

Liquidity and Capital Resources

         We have approximately $5,428 of cash on hand as of March 30, 2006.
Pursuant to a Note Purchase Agreement entered into between the Company and an
investor, the investor has agreed to loan the Company an aggregate of $1,000,000
payable as follows: $250,000 on February 15, 2006 and $750,000 on March 31,
2006. The first payment of $250,000 on the loan schedule was received on
February 17, 2006. As of the time of this filing, the final payment of $750,000
had not yet been received. We believe that our cash on hand, pending and
anticipated additional funding, and anticipated revenues will fund our
operations going forward and will be sufficient to satisfy our operating
requirements through December, 2006.

         For the twelve-month period ending December 31, 2006, we have budgeted
approximately $1,200,000 to accomplish the above plan of operation, as well as
an additional $900,000 in other general and administrative expenses. 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. To the extent it becomes necessary to raise additional cash in
the future as our current cash and working capital resources are depleted, we
will seek to raise it through the public or private sale of debt or equity
securities, the procurement of advances on contracts or licenses, funding from
joint-venture or strategic partners, debt financing or short-term loans, or a
combination of the foregoing. We may also seek to satisfy indebtedness without
any cash outlay through the private issuance of debt or equity securities. We
currently do not have any binding commitments for, or readily available sources
of additional financing. We cannot give any assurance that we will be able to
secure the additional cash or working capital we may require to continue our
operations.

         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, 2005 and March 30, 2006, the principal
balance due on the Calaway Note was $78,537 and $60,999 respectively.

         In June 2002, we issued the following non-interest bearing promissory
notes (the "Hugo/Turner Notes"), all of which remained outstanding at December
31, 2005:

         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, 2005, the principal balances due on the Hugo/Turner Notes were
$21,459, $5,150, and $4,291 respectively, and at March 30, 206 the principal
balances due on the Hugo/Turner Notes were $16,668, $4,000, and $3,332
respectively.

<PAGE>

         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"). Under the terms of the Edge Notes, Edge loaned us
$1,000,000, $50,000, $50,000, and $275,000 respectively with simple interest at
the rate of ten percent (10%) per annum. All principal and accrued interest on
the Edge Notes was due March 9, 2006, May 27, 2006, June 5, 2006, and June 30,
2006 respectively. The principal and interest on the Edge Notes was convertible
into pre-split shares of our Common Stock at $.246 per share. On November 10,
2003, we entered into an agreement with Edge to amend the terms of conversion of
the Edge Notes (the "Edge Amendment"). Pursuant to the terms of a Debt Exchange
Agreement dated July 8, 2005 by and between Edge and the Company ("Edge Debt
Exchange Agreement") the Edge Notes were converted into 1,682,044 shares of the
Company's Series A Zero Coupon Preferred Stock and 2,102,556 five-year Warrants
to purchase shares of Common Stock of Medical Media ("Edge Debt Exchange
Warrants") with an exercise price of fifteen cents ($.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"). Under the terms of the Maltzer Note, Dr. Maltzer agreed to loan us
$50,000 with simple interest at a rate of ten percent (10%) per annum. All
principal and accrued interest was due June 9, 2006. The principal and interest
on the Maltzer Note was convertible into pre-split shares of Common Stock of the
Company at $.246 per share. Pursuant to the terms of the Debt Exchange Agreement
dated July 8, 2005 by and between Dr. Maltzer and the Company ("Maltzer Debt
Exchange Agreement") the Maltzer Note was converted into 60,411 shares of the
Company's Series B Zero Coupon Preferred Stock and 45,308 five-year Warrants to
purchase shares of Common Stock of Medical Media ("Maltzer Debt Exchange
Warrants") with an exercise price of fifteen cents ($.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 which
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"). Under the terms of the Victus February Note, Victus loaned us $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. Prior to the maturity date of the Victus February
Note, Victus had the option to convert the principal and any outstanding
interest into shares of a subsequent private offering of Preferred Stock, or
into shares of our Common Stock at a price of $.375 per share. Upon acceleration
or conversion of the Victus February Note, any unpaid balance in the escrow
account would be returned 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. Accordingly, the $250,000 being held in escrow was
released to the Company in exchange for the shares and the Victus February
Warrants. 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. Included in the acquisition were 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

<PAGE>

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 which 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"). Under the terms of the Victus July Note, Victus loaned
us $1,000,000, at an annual rate of interest of twenty percent (20%) compounded
semi-annually. The Victus July Note had a term of twelve months. For the first
year, the Company had the right to pay interest on the Victus July Note with
registered, freely transferable Common Stock, valued at a ten percent (10%)
discount to the market. On the date of maturity, the Victus July Note was
convertible, at the option of the holder, into shares of our Common Stock at
$.40 per share. 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 which 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 ("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. Pursuant to the terms of the
Series A Debentures, Vicis Capital loaned the Company an aggregate of $250,000
at an annual rate of interest of fifteen percent (15%). The Series A Debentures
had a term of 24 months and the Company had the option to pay the interest
semi-annually in cash or in shares of its registered Common Stock at a ten
percent (10%) discount to the market price based on the average of the twenty
(20) trading days prior to the payment of the interest. On the maturity date of
the Series A Debentures, Vicis Capital had the option to convert the Series A
Debentures into shares of the Company's Common Stock at a price of $3.00 per
share. 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,

<PAGE>

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 which was declared effective by the SEC on March 1, 2006.

            On May 6, 2005, the Company issued to Vicis Capital its Series B
Convertible Debenture ("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. Pursuant to the terms of the Series B Convertible Debenture, Vicis Capital
loaned the Company an aggregate of $250,000 at an annual rate of interest of
fifteen percent (15%). The Series B Convertible Debenture has a term of 24
months and the Company has the option to pay the interest semi-annually in cash
or in shares of its registered Common Stock at a ten percent (10%) discount to
the market price based on the average five (5) days Volume Weighted Average
Closing Price of the Company's Common Stock for the five (5) trading days prior
to payment. On the maturity date of the Series B Convertible Debenture, Vicis
Capital has the option to convert the Series B Convertible Debenture into shares
of the Company's Common

<PAGE>

Stock at a price of $2.40 per share. 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 B
Convertible Debenture and 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, 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. 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
based on the fact that 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 which was declared effective by the
SEC on March 1, 2006.

         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 Bernstein Promissory Note was due on December 14, 2005,
and, as of the date of this filing, had not been repaid. The common shares
underlying the Bernstein Promissory Note and common stock purchase warrants were
included in the registration statement on Form SB-2 which was declared effective
by the SEC on March 1, 2006.
<PAGE>

         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.
On the maturity date of the Series AA Convertible Debenture, Vicis Capital had
the option to convert the Series AA Convertible Debenture into shares of AFMN,
Inc.'s Common Stock at a price of $0.20 per share. 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
which was declared effective by the SEC on March 1, 2006.

<PAGE>

         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 Wallace Promissory Note is due on
April 17, 2006. The common shares underlying the Wallace Promissory Note and
common stock purchase warrants were included in the registration statement on
Form SB-2 which was declared effective by the SEC on March 1, 2006.

         On November 30, 2005, the Company issued to an individual investor its
12 month Convertible Promissory Note ("12 Month Note"). The issuance of the 12
Month Note and Common Stock Purchase Warrant 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 12 Month Note and Common Stock Purchase Warrant was issued to
institutional or accredited investors only. Pursuant to the terms of the 12
Month Note, an individual investor loaned the Company $1,000,000 under a loan
schedule. The 12 Month Note bears interest at a rate of 20% per annum,
compounded semi-annually. Interest shall 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 investor's option. The Series C Zero
Coupon Preferred Stock shall be convertible into shares of the Company's Common
Stock on the maturity date of the 12 Month Note at a 10% discount to the
then-current market price based on the average closing price for the twenty (20)
days immediately preceding the conversion. The Series C Zero Coupon Preferred
Stock is subordinate to the Company's Series A Zero Coupon Preferred Stock and
Series B Zero Coupon Preferred Stock. At maturity, the 12 Month Note shall be
convertible into Common Stock of the Company at a fixed conversion price of $.40
per share. With the consent of the Company and the investor, the 12 Month Note
may be extended for an additional twelve months, with the terms of the interest
payments remaining the same. The 12 Month Note is not convertible such that the
investor's overall Common Stock ownership position in the Company exceeds 4.99%;
provided, however, that upon investor providing the Company with sixty-one (61)
days notice (the "Waiver Notice") that investor 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 12 Month Note, this restriction will
be of no force or effect with regard to all or a portion of the 12 Month 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 12 Month Note. The Company also
issued the investor 2,500,000 five-year Common Stock Purchase Warrants with an
exercise price of $0.75 per share. The warrants are not exercisable such that
the investor's overall Common Stock ownership position in the Company exceeds
4.99%. On December 31, 2006 the Company issued 8,627 shares of its Series C Zero
Coupon Preferred Stock as payment for $8,627.40 interest accrued through
December 31, 2005. The 8,627 shares are convertible into 9,586 shares of the

<PAGE>

Company's Common Stock. As a result of fees incurred in connection with the 12
Month Convertible Promissory Note, the Company issued Common Stock Purchase
Warrants to Allderdice Media, Inc. to purchase 300,000 shares of the Company's
Common Stock at an exercise price of $0.75 per share for a term of five years.
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
12-Month Note and the common stock purchase warrants described above were
included in the registration statement on Form SB-2 which was declared effective
by the SEC on March 1, 2006.

         On January 1, 2006, the Company entered into a one-year Consulting
Agreement with Saddle Ranch Productions, Inc. ("Saddle Ranch"), a Florida
corporation, wherein Saddle Ranch will provide consulting services; specifically
relating to: (i) all areas of video production, editing, and mastering; (ii) all
areas of marketing, specifically related to geographic expansion of the networks
and subscriber base; and (iii) all areas of advertising sales, including but not
limited to the employment of regional sales directors for the express purpose of
soliciting and obtaining advertising contracts and/or insertion order for the
Company's networks with concentration on providing product adjacencies and/or
exclusivity for multi-network purchases. The Company will pay Saddle Ranch an
aggregate of $19,000 per month for the consulting services.

         On January 27, 2006, Medical Media and CapitalSmart, LLC ("Investor")
entered into a Note Purchase Agreement pursuant to which the Investor would loan
the Company an aggregate of $1,000,000. The Note Purchase Agreement provides
that the Company will issue a Convertible Promissory Note having an original
aggregate face value of $1,000,000 ("Note"), and Common Stock Purchase Warrants
("Warrants") pursuant to the exemption from registration found in Section 4(2)
under the Securities Act of 1933. Pursuant to the Note Purchase Agreement, the
Company will issue the Note dated February 15, 2006 for the principal amount of
$1,000,000 with a term of 12 months. Interest will be compounded semi-annually
and be payable at the end of each quarter in either (i) shares of Series C Zero
Coupon Preferred Stock of the Company valued a $1.00 per share, or (ii) cash, at
the option of the Investor. The first interest payment will be March 31, 2006.
The Series C Zero Coupon Preferred stock shall be convertible into shares of the
Company's Common Stock on the Maturity Date at a 10% discount to the
then-current market price based on the average closing price for the twenty (20)
days immediately preceding the conversion. The Investor will loan the Company an
aggregate of $1,000,000 based on the following loan schedule:

         Loan Schedule:   February 15, 2006          $250,000
                          March 31, 2006             $750,000

         On the date of maturity of the Note, the Investor will have the option
to convert the 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
the Investor, the Note may be extended for an additional 12 months, with the
terms of the interest payments remaining the same. The Note shall not be
convertible such that the Investor's overall Common Stock ownership position in
the Company exceeds 4.99%; provided, however, that upon the Investor providing
the Company with sixty-one (61) days notice (the "Waiver Notice") that the
Investor 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 Note,
this restriction will be of no force or effect with regard to all or a portion
of the 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 Note. Pursuant to the
Note Purchase Agreement, the Company will issue the Investor its Common Stock
Purchase Warrants (the "Warrants") to purchase an aggregate of 2,500,000 shares
of the Company's Common Stock. The Warrants will be issued on a pro rata basis
per the loan schedule, as follows:

<PAGE>

                          February 15, 2006    625,000 warrants
                          March 31, 2006     1,875,000 warrants

         The Warrants will have a term of five (5) years with an exercise price
of $0.75 per share (the "Exercise Price"). The Warrants are not exercisable such
that the Investor's overall Common Stock ownership position in the Company
exceeds 4.99%. Terms specify that the Company, at its earliest opportunity, and
in any event not more than 120 days from the date of the transaction, will
register all of the Investor's underlying equity positions in the Company
pursuant to a registration statement filed with the SEC, and that such
registration statement will be kept effective for a period of 3 years, subject
to customary carve-outs. In connection with the funding, the Company agreed to
pay an $80,000 cash consulting fee and agreed to issue 300,000 Common Stock
Purchase Warrants to Allderdice Media, Inc. Such Common Stock Purchase Warrants
shall have a term of five (5) years from the effective date, shall have an
exercise price of $0.75 per share, and shall have a cashless exercise provision.
The common shares underlying the Convertible Promissory Note and common stock
purchase warrants described above were included in the registration statement on
Form SB-2 which was declared effective by the SEC on March 1, 2006.

         The first payment according to the loan schedule was received on
February 17, 2006 and the Company the Convertible Promissory Note for $1,000,000
and issued Common Stock Purchase Warrants to the Investor for 625,000 shares.

         From inception through December 31, 2005, we incurred interest expense
of $922,070. This amount includes accrued interest totaling approximately
$34,791 related to the Series B Convertible Debenture, the Vicis $412,000 Note,
and the Bernstein and Wallace Promissory Notes. 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 $8,627 payment of interest related to the 12-Month Note (which was paid
through the issuance of 8,627 shares of Series C Zero Coupon Preferred Stock),
and $9,279 in interest paid.

         We intend to raise additional funds from an offering of our stock in
the future. We have not taken any steps to effect this offering. The offering
may not occur, or if it occurs, may not generate the required funding. We may
also consider securing debt financing. We may not generate operating cash flow
or raise other equity or debt financing sufficient to fund this amount. If we do
not raise or generate these funds, the implementation of our short-term business
plan will be delayed or eliminated.

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

         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 Welcome Home Your New Friend DVDs). Lifelearn's focus is the
production and marketing of veterinary continuing education and reference
programs in electronic interactive multimedia format.

         On January 1, 2006, the Company entered into a one-year Consulting
Agreement with Saddle Ranch Productions, Inc. ("Saddle Ranch"), a Florida
corporation, wherein Saddle Ranch will provide consulting services; specifically
relating to: (i) all areas of video production, editing, and mastering; (ii) all
areas of marketing, specifically related to geographic expansion of the networks
and subscriber base; and (iii) all areas of advertising sales, including but not
limited to the employment of regional sales directors for the express purpose of
soliciting and obtaining advertising contracts and/or insertion order for the
Company's networks with concentration on providing product adjacencies and/or
exclusivity for multi-network purchases. The Company will pay Saddle Ranch an
aggregate of $19,000 per month for the consulting services.

          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 Welcome Home Your New Friend DVDs) 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.

<PAGE>

         On March 1, 2006, KidCARE TV entered into an employment agreement with
Elaine K. Mann with respect to the provisions of services as its President. The
essential terms of the employment agreement are as follows: (i) Ms. Mann 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, (ii) the agreement begins March 1, 2006 and
terminates on February 28, 2009, (iii) Ms. Mann 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, and
(iv) there is a two-year non-compete clause. Details of the Employment Agreement
are fully disclosed in Item 10 - Employment Agreements with Executive
Management.

         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 Welcome
Home Your New Friend DVDs) 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.

         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: (i)
Mr. Cohen is employed for the period commencing on March 1, 2006 until
terminated by the occurrence of one of the described terminating events, (ii)
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, and (iii) 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. Details of the Amended Employment Agreement are fully
disclosed in Item 10 - Employment Agreements with Executive Management.

                                    PART III

ITEM 9

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; 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>
Philip M. Cohen                 57   President, Chairman of the Board, Chief Executive Officer        March 2000
Lutz, Florida
-----------------------------------------------------------------------------------------------------------------------
Donald R. Mastropietro          57   Sr. Vice President Finance, Chief Financial Officer,             August 2002
Sarasota, Florida                    Treasurer, Assistant Secretary, Director
-----------------------------------------------------------------------------------------------------------------------
Charles V. Richardson           61   Sr. Vice President Marketing, Chief Marketing Officer,         December 2005
Los Angeles, California              Director
-----------------------------------------------------------------------------------------------------------------------
Teresa J. Bray                  49   Vice President Administration/Compliance, Secretary             December 2002
Lakeland, Florida
-----------------------------------------------------------------------------------------------------------------------
Jeffrey I. Werber               48   Director                                                         June 2002
Los Angeles, California
-----------------------------------------------------------------------------------------------------------------------
J. Holt Smith                   62   Director                                                          June 2003
Los Angeles, California
-----------------------------------------------------------------------------------------------------------------------
Michael Marcovsky               61   Director                                                         April 2004
Los Angeles, California
-----------------------------------------------------------------------------------------------------------------------
Randall Maxey                   63   Director                                                       December 2005
Inglewood, California
-----------------------------------------------------------------------------------------------------------------------
Bernard J. Kouma                67   President of subsidiary, PetCARE TV                              June 2002
Lincoln, Nebraska
-----------------------------------------------------------------------------------------------------------------------
Robert Cambridge                62   President of subsidiary, African American Medical Network      December 2005
Los Angeles, California
-----------------------------------------------------------------------------------------------------------------------
Elaine K. Mann                  42   President of subsidiary, KidCARE TV                            March 1, 2006
Dunedin, Florida
-----------------------------------------------------------------------------------------------------------------------
</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.
<PAGE>

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.

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,

<PAGE>

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.

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.

<PAGE>

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.

Randall Maxey, M.D., Director

         Dr. Maxey was elected as a director of Medical Media on December 2,
2005. From April 2004, Dr. Maxey served as director and Chairman of the Medical
Advisory Board of African American Medical Network, Inc., which network was
acquired by the Company in November 2005. In the course of his scientific and
academic career, Dr. Maxey has made outstanding contributions to research
regarding the prevention and treatment of renal failure especially in cases
complicated by cardiovascular disease. Over the years, his work has been
recognized with awards from peers, colleagues, and medical professional
organizations, i.e. the National Medical Association and the Golden State
Medical Association. In 1998, one of Dr. Maxey's most significant achievements
was recognized by Guam Memorial Hospital where he provided new approaches to
preventing renal failure to diabetes mellitus and hypertension in South Pacific
Islanders.

         Dr. Maxey earned his bachelor's degree in pharmacy from the University
of Cincinnati in 1966, and concurrently, his Ph.D. in cardiovascular
pharmacology from Howard University Graduate School and M.D. from Howard
University College of Medicine (1966-1972). Following post-graduate training in
the department of medicine at Harlem Hospital Center, Dr. Maxey was a
postdoctoral fellow at the State University of New York at Downstate Medical
Center in Brooklyn, New York. From 1973 to 1996, Dr. Maxey served as director of
nephrology at Daniel Freeman Hospital and Robert F. Kennedy Medical Center, both
located in California. Currently, Dr. Maxey is serving concurrent positions as
medical director, and supervising medical director in California, and at various
locations in Guam. Similarly, Dr. Maxey also has concurrent hospital
appointments in both California and Guam.

         A devoted educator and mentor, Dr. Maxey has held academic appointments
at Charles R. Drew University, California, Downstate Medical Center, New York,
and Howard University, Washington, D.C., where he directed the Academic
Reinforcement Program and taught the basic sciences in the College of Dentistry.

<PAGE>

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.

Robert Cambridge - President of African American Medical Network

         Mr. Cambridge was named President of the Company's subsidiary network
company, African American Medical Network, Inc. on December 2, 2005. From March
2004, Mr. Cambridge served a director and Vice President of African American
Medical Network, Inc. He has been an entertainment marketing consultant both in
the general and ethnic marketplace to various companies including Western
International Media and Inner City Broadcasting Company since 1994. From 1990 to
1994, Mr. Cambridge served as Vice President Target Marketing at Tribune
Entertainment Division of the Tribune Company, which was the pre-eminent
producer and distributor of African American television programming in the U.S.
distributing such programs as Soul Train, Soul Train Music Awards, and Apollo
Comedy Hour. For over 25 years, Mr. Cambridge has provided U.S. Fortune 500
companies with strategic planning, marketing, and promotion. Mr. Cambridge
serves on the Jackie Robinson Scholarship Committee at UCLA.

Elaine K. Mann - President of KidCARE TV

         Ms. Mann was named President of the Company's subsidiary network
company, KidCARE TV, on March 1, 2006. From November 2000 to February 2006, Ms.
Mann served as President of WordSmiths, International, a health care information
organization specializing in business-to-business communications and
business-to-market fulfillment. Mann's professional management background began
with Carondolet Health/Kansas City, Missouri, a member of Ascension Health, the
nation's largest non-profit health care system. From there, Mann joined Philip
Cohen at Philip Cohen & Associates, Inc. as Director of Corporate Communications
where she oversaw all communications for this media corporation that was
directly involved in veterinary/medical video, television, and film.

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.

<PAGE>

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 seven
directors serving on our board, Messrs. Cohen, Mastropietro, Richardson, Werber,
Smith, Marcovsky, and Maxey. 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 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"), African American Medical Network has a
Medical Advisory Board ("MAB"), and KidCARE TV will have a Medical Advisory
Board ("MAB"). The VAB and MABs 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.

         Members of the VAB include: Jeffrey I. Werber, DVM, VAB Chairman
(California), Gerald M. Snyder, VMD (Kentucky), Ronald E. Whitford, DVM
(Tennessee), Nan L. Boss, DVM (Wisconsin), Dr. R. Chris Blair (Australia), Dr.
W. G. "Chip" Coombs (Canada), Randy P. Carsch, DVM (Texas), Bernadine Cruz, DVM
(California), Steven Melman, DVM (Maryland), Colin Burrows, B.VET.MED, Ph.D.
(Florida), Jan Bellows, DVM, DACVB (Florida), Gary Landsberg, BCS, DVM, DACVB
(Ontario), and Tom Catanzaro, DVM, MHA, FACHE (Colorado).

         Members of the African American Medical Network MAB include: Randall
Maxey, MD, MAB Chairman (California), Winston Price, MD (New York), Mark C.
Maltzer, MD (California), L. Natalie Carroll, MD (Texas), Lenworth N. Johnson,
MD (Missouri), and Lucille C. Norville-Perez, MD (Maryland).

         Members of the KidCARE TV MAB will be named later this year.

         Members of the VAB are issued 5,000 shares of the Company's restricted
Common Stock for each year they serve. Members of the African American Medical
Network 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).

<PAGE>

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, and 2005.
He also received 5,000 shares for services to be rendered in 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.

         As a member of our Medical Advisory Board, Dr. Maxey received 10,000
shares of our restricted Common Stock for services to be rendered in 2006.

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.










               (Remainder of this page left intentionally blank.)

<PAGE>


                                     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, 2003, 2004, and 2005 by our Chief Executive Officer and President.
No other executive officer's total annual salary and bonus exceeded $100,000.

<TABLE>
<CAPTION>
---------------------- ----------------- ------------- --------------- --------------------
Name                   Position          Year          Salary          Dollar Value of
                                                                       Stock-Based
                                                                       Compensation
---------------------- ----------------- ------------- --------------- --------------------
<S>                    <C>             <C>           <C>               <C>
Philip M. Cohen        President/CEO         2005          $49,652 (3)                    0
---------------------- ----------------- ------------- --------------- --------------------
                                             2004         $169,505 (2)                    0
---------------------- ----------------- ------------- --------------- --------------------
                                             2003         $126,150 (1)                    0
---------------------- ----------------- ------------- --------------- --------------------
</TABLE>

------------------------------
(1)    Included in this amount is $6,250 which represents payment of accrued
       wages from 2002. In 2003, there were unpaid, accrued wages of $30,100
       owed to Mr. Cohen for his services rendered in 2003.
(2)    Included in this amount is $30,100 which represents payment of accrued
       wages from 2003. In 2004, there were unpaid, accrued wages of $10,595
       owed to Mr. Cohen for his services rendered in 2004.
(3)    Included in this amount is $10,595 which represents payment of accrued
       wages from 2004. In 2005, there were unpaid, accrued wages of $110,943
       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.
         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.

<PAGE>

         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.

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.

         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.
<PAGE>

         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.

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

         On November 16, 2005, the Company entered into an employment agreement
with Charles V. Richardson with respect to the provision of services as our Sr.
Vice President Marketing and Chief Marketing Officer. The essential terms of the
employment agreement are as follows:

         o     Mr. Richardson is entitled to a base salary of $150,000 per
               year, payable in arrears in equal semi-monthly installments of
               $6,250.00. Salary increases are at the discretion of the board
               of directors.

         o     The agreement begins November 16, 2005 and terminates on March
               31, 2009.

         o     Mr. Richardson 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.
Richardson 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. Richardson which notice shall
specify in reasonable detail the circumstances claimed to provide the basis for
such termination.

         Mr. Richardson 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. Richardson
terminates the Agreement for cause, the Company shall pay Mr. Richardson an
amount equal to six (6) months of his compensation then in effect as severance
pay.

         We may terminate the agreement not for cause at any time, provided that
we pay Mr. Richardson an amount equal to six (6) months of his compensation then
in effect. Mr. Richardson 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.

 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:
<PAGE>

         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
which 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.

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.

<PAGE>

         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
which 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.

Robert Cambridge, President of African American Medical Network

         On November 16, 2005, African American Medical Network entered into an
employment agreement with Robert Cambridge with respect to the provision of
services as its President. The essential terms of the employment agreement are
as follows:

         o     Mr. Cambridge is entitled to a base salary of $72,000 per year
               beginning on January 1, 2006, 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 November 16, 2005 and terminates on
               November 15, 2010.
         o     Mr. Cambridge 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.

         African American Medical Network may terminate this Agreement at any
time for cause if Mr. Cambridge becomes unfit to properly render services to
African American Medical Network 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
African American Medical Network to Mr. Cambridge which notice shall specify in
reasonable detail the circumstances claimed to provide the basis for such
termination.

         Mr. Cambridge 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 African American Medical
Network unreasonably changes his duties, responsibilities, or working conditions
or takes any other action which impedes him in the performance of his duties. If
Mr. Cambridge terminates the Agreement for cause, African American Medical
Network shall pay Mr. Cambridge an amount equal to six (6) months of his
compensation then in effect as severance pay.
<PAGE>

         African American Medical Network may terminate the agreement not for
cause at any time, provided that it pays Mr. Cambridge an amount equal to six
(6) months of his compensation then in effect. Mr. Cambridge 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.

Elaine K. Mann, President of KidCARE TV

         On March 1, 2006, KidCARE TV entered into an employment agreement with
Elaine K. Mann with respect to the provision of services as its President. The
essential terms of the employment agreement are as follows:

         o     Ms. Mann 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 March 1, 2006 and terminates on February
               28, 2009.
         o     Ms. Mann 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.

         KidCARE TV may terminate this Agreement at any time for cause if Ms.
Mann becomes unfit to properly render services to KidCARE 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 KidCARE TV to Ms. Mann which notice shall
specify in reasonable detail the circumstances claimed to provide the basis for
such termination, and (iv) insubordination.

         Ms. Mann may terminate the Agreement at any time for cause provided she
delivers written notice of such intention to terminate not less than thirty (30)
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 KidCARE TV unreasonably changes
her duties, responsibilities, or working conditions or takes any other action
which impedes her in the performance of her duties. If Ms. Mann terminates the
Agreement for cause, KidCARE TV shall pay Ms. Mann an amount equal to six (6)
months of her compensation then in effect as severance pay.

         KidCARE TV may terminate the agreement not for cause at any time,
provided that it pays Ms. Mann an amount equal to three (3) months of her
compensation then in effect. Ms. Mann 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.

Distribution and Consulting Agreements

          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 Welcome Home Your New Friend DVDs). Lifelearn's focus is the
production and marketing of veterinary continuing education and reference
programs in electronic interactive multimedia format.
<PAGE>

         On January 1, 2006, the Company entered into a one-year Consulting
Agreement with Saddle Ranch Productions, Inc. ("Saddle Ranch"), a Florida
corporation, wherein Saddle Ranch will provide consulting services; specifically
relating to: (i) all areas of video production, editing, and mastering; (ii) all
areas of marketing, specifically related to geographic expansion of the networks
and subscriber base; and (iii) all areas of advertising sales, including but not
limited to the employment of regional sales directors for the express purpose of
soliciting and obtaining advertising contracts and/or insertion order for the
Company's networks with concentration on providing product adjacencies and/or
exclusivity for multi-network purchases. The Company will pay Saddle Ranch an
aggregate of $19,000 per month for the consulting services.

          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 Welcome Home Your New Friend DVDs) 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 Welcome
Home Your New Friend DVDs) 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.

2002 Incentive Stock Option Plan

         We have an equity incentive plan available to key employees and
consultants of the Company. Under the plan, we may grant options for up to
66,667 shares of Common Stock. 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 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. 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 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. All 66,667 options available under this equity incentive plan
have been granted.





               (Remainder of this page left intentionally blank.)

<PAGE>

The following table sets forth options granted to each executive officer of the
                Company during the year ended December 31, 2005.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
                               OPTION GRANTS IN LAST FISCAL YEAR
                                       INDIVIDUAL GRANTS
-------------------------------- --------------- ---------------- -------------- --------------
                                  Number of         Percent of
                                   Securities     Total Options
                                   Underlying       Granted to       Exercise      Expiration
                                  Option Grant     Employees in     Price Per         Date
                                                   Fiscal Year        Share
-------------------------------- --------------- ---------------- -------------- --------------
2002 Equity Incentive Plan
-------------------------------- --------------- ---------------- -------------- --------------
<S>                                     <C>
Philip M. Cohen                        -0-             N/A             N/A            N/A
-------------------------------- --------------- ---------------- -------------- --------------
Donald R. Mastropietro                 -0-             N/A             N/A            N/A
-------------------------------- --------------- ---------------- -------------- --------------
Teresa J. Bray                         -0-             N/A             N/A            N/A
-------------------------------- --------------- ---------------- -------------- --------------
Bernard J. Kouma                       -0-             N/A             N/A            N/A
-------------------------------- --------------- ---------------- -------------- --------------
Charles V. Richardson                  -0-             N/A             N/A            N/A
-------------------------------- --------------- ---------------- -------------- --------------
Robert Cambridge                       -0-             N/A             N/A            N/A
-------------------------------- --------------- ---------------- -------------- --------------
</TABLE>

         The following table sets forth options exercised for each executive
officer of the Company during the year ended December 31, 2005, and outstanding
options as of such date:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
                               AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
                                    AND FISCAL YEAR-END OPTION VALUES (1)
-------------------------------- ----------------- --------------- --------------------- -------------------
                                 Number of Shares                  Number of Securities       Value of
                                    Acquired On    Value Realized       Underlying           Unexercised
                                     Exercise                       Unexercised Options     In-the-Money
                                                                    at Fiscal Year-End    Options at Fiscal
                                                                                              Year-End
-------------------------------- ----------------- --------------- --------------------- -------------------
2002 Equity Incentive Plan
-------------------------------- ----------------- --------------- --------------------- -------------------
<S>                                      <C>
Philip M. Cohen                         -0-              N/A                N/A                  N/A
-------------------------------- ----------------- --------------- --------------------- -------------------
Donald R. Mastropietro                  -0-              N/A                N/A                  N/A
-------------------------------- ----------------- --------------- --------------------- -------------------
Teresa J. Bray                          -0-              N/A                N/A                  N/A
-------------------------------- ----------------- --------------- --------------------- -------------------
Bernard Kouma                           -0-              N/A                N/A                  N/A
-------------------------------- ----------------- --------------- --------------------- -------------------
Charles V. Richardson                   -0-              N/A                N/A                  N/A
-------------------------------- ----------------- --------------- --------------------- -------------------
Robert Cambridge                        -0-              N/A                N/A                  N/A
-------------------------------- ----------------- --------------- --------------------- -------------------
</TABLE>

(1) Although no options were granted to any executive officer during the year
ended December 31, 2005, the Board of Directors granted the issuance of the
remaining 61,364 non-qualified stock options under the equity incentive plan on
March 23, 2006.

<PAGE>

ITEM 11

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following alphabetical table sets forth the ownership, as of March
30, 2006, 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 21,117,136 shares of Common Stock
outstanding as of March 30, 2006.

<TABLE>
<CAPTION>
-------------------------------------- ------------------------ ------------------ ---------------
        Shareholder & Address               Title of Class      Amount and Nature    Percentage
                  of                                              of Beneficial
           Beneficial Owner                                         Ownership
-------------------------------------- ------------------------ ------------------ ---------------
<S>            <C>                                                         <C>               <C>
Teresa J. Bray (1)                      Common Stock                       295,096           1.40%
Lakeland, FL 33804
-------------------------------------- ------------------------ ------------------ ---------------
Robert Cambridge                        Common Stock                       550,000           2.62%
Los Angeles, CA  90045
-------------------------------------- ------------------------ ------------------ ---------------
Philip M. Cohen (2)                     Common Stock                       422,465           2.01%
Lutz, FL  33567
-------------------------------------- ------------------------ ------------------ ---------------
Elaine K. Mann                         Common Stock                              0             ***
Dunedin, FL  34698
-------------------------------------- ------------------------ ------------------ ---------------
Bernard J. Kouma (3)                    Common Stock                         5,669             ***
Lincoln, NE  68506
-------------------------------------- ------------------------ ------------------ ---------------
Michael Marcovsky                       Common Stock                           662             ***
Los Angeles, CA  90068
-------------------------------------- ------------------------ ------------------ ---------------
Donald R. Mastropietro (4)              Common Stock                       472,596           2.25%
Sarasota, FL  34243
-------------------------------------- ------------------------ ------------------ ---------------
Randall W. Maxey                        Common Stock                       570,000           2.72%
Inglewood,  CA  90301
-------------------------------------- ------------------------ ------------------ ---------------
Charles V. Richardson                   Common Stock                     1,400,000           6.68%
Los Angeles, CA  90045
-------------------------------------- ------------------------ ------------------ ---------------
J. Holt Smith (5)                       Common Stock                       200,000             ***
Los Angeles, CA  90067
-------------------------------------- ------------------------ ------------------ ---------------
Sondra Topper (6)                       Common Stock                       422,465           2.01%
Lutz, FL  33567
-------------------------------------- ------------------------ ------------------ ---------------
Jeffrey I. Werber, DVM (7)              Common Stock                        90,626             ***
Los Angeles, CA  90034
-------------------------------------- ------------------------ ------------------ ---------------
All directors and named executive                                        4,007,114          18.98%
officers as a group (11 persons)
-------------------------------------- ------------------------ ------------------ ---------------
</TABLE>

*** Indicates less than 1%.
--------------

(1)   This amount includes 285,094 shares currently owned by TJB Consulting,
      Inc., a corporation owned by Ms. Bray individually.
(2)   This amount includes (a) 316,564 shares currently owned by Mr. Cohen's
      wife, Sondra Topper; and (b) 105,901 shares owned by Adam Cohen, Mr.
      Cohen's son residing at his household.
<PAGE>

(3)   This amount includes (a) 4,002 shares directly owed by Mr. Kouma, and (b)
      1,667 shares which are issuable to Mr. Kouma upon exercise of
      non-qualified stock options.
(4)   This amount includes (a) 172,596 shares directly owned by Mr.
      Mastropietro, and (b) 300,000 shares owned by DRM Accounting, Inc., a
      corporation solely owned by Mr. Mastropietro individually.
(5)   This amount includes 200,000 shares indirectly owned by Smith & Associates
      of Charleston, Inc. (a corporation owned by Mr. Smith individually).
(6)   Sondra Topper is the wife of Philip M. Cohen, the Company's President.
      This amount includes (a) 316,564 shares currently owned by Mr. Cohen's
      wife, Sondra Topper; and (b) 105,901 shares owned by Adam Cohen, Mr.
      Cohen's son residing at his household.
(7)   This amount includes (a) 88,959 shares owned by Dr. Werber, and (b) 1,667
      shares which are issuable to Dr. Werber upon exercise of his non-qualified
      stock options.

ITEM 12

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         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 $60,000 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 June 5, 2002, the Company entered into an Employment Agreement
("Original Agreement") with Philip Cohen. On March 23, 2006, the Original
Agreement was replaced in its entirety with an Amended Employment Agreement
("Agreement") with respect to the provision of services as our Chief Executive
Officer and President. Details of the Amended Employment Agreement are fully
disclosed in Item 10 - Employment Agreements with Executive Management.

         On June 1, 2005, our subsidiary, PetCARE TV, entered into a five-year
Employment Agreement with Bernard Kouma to serve as its President. Details of
the Employment Agreement are fully disclosed in Item 10 - Employment Agreements
with Executive Management.

         On November 16, 2005, we entered into a five-year Employment Agreement
with Donald R. Mastropietro to serve as our Sr. Vice President Finance and Chief
Financial Officer. Details of the Employment Agreement are fully disclosed in
Item 10 - Employment Agreements with Executive Management.

         On November 16, 2005, we entered into an Employment Agreement with
Charles V. Richardson to serve as our Sr. Vice President Marketing and Chief
Marketing Officer. Details of the Employment Agreement are fully disclosed in
Item 10 - Employment Agreements with Executive Management.

         On November 16, 2005, we entered into a five-year Employment Agreement
with Teresa J. Bray to serve as our Vice President Administration/Compliance.
Details of the Employment Agreement are fully disclosed in Item 10 - Employment
Agreements with Executive Management.

         On November 16, 2005, our subsidiary, African American Medical Network,
entered into a five-year Employment Agreement with Robert Cambridge to serve as
its President. Details of the Employment Agreement are fully disclosed in Item
10 - Employment Agreements with Executive Management.

         On March 1, 2006, our subsidiary, KidCARE TV, entered into a three-year
Employment Agreement with Elaine K. Mann to serve as its President. Details of
the Employment Agreement are fully disclosed in Item 10 - Employment Agreements
with Executive Management.

<PAGE>

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). (12)
---------- ---------------------- --------------------------------------------------------------------------------------------
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. (12)
---------- ---------------------- --------------------------------------------------------------------------------------------
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)
---------- ---------------------- --------------------------------------------------------------------------------------------
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)
---------- ---------------------- --------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
---------- ---------------------- --------------------------------------------------------------------------------------------
<C>             <C>                                                                    <C>
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. (12)
---------- ---------------------- --------------------------------------------------------------------------------------------
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. (12)
---------- ---------------------- --------------------------------------------------------------------------------------------
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. (12)
---------- ---------------------- --------------------------------------------------------------------------------------------
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)
---------- ---------------------- --------------------------------------------------------------------------------------------
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.
                                  (12)
---------- ---------------------- --------------------------------------------------------------------------------------------
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      Form of Note Purchase Agreement with $1,000,000 investor. (10)
---------- ---------------------- --------------------------------------------------------------------------------------------
10.59      November 30, 2005      Form of Convertible Promissory Note for $1,000,000 with November investor. (10)
---------- ---------------------- --------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
---------- ---------------------- --------------------------------------------------------------------------------------------
<C>                 <C> <C>                                                             <C>                  <C>
10.60      November 30, 2005      Form of Common Stock Purchase Agreement with November $1,000,000 investor. (10)
---------- ---------------------- --------------------------------------------------------------------------------------------
10.61      December 1, 2005       Distribution Agreement between PetCARE Television Network, Inc. and Lifelearn, Inc. (12)
---------- ---------------------- --------------------------------------------------------------------------------------------
10.62      January 1, 2006        Consulting Agreement with Saddle Ranch Productions, Inc. (12)
---------- ---------------------- --------------------------------------------------------------------------------------------
10.63      January 3, 2006        Distribution Agreement between PetCARE Television Network, Inc. and Butler Animal Health
                                  Supply. (12)
---------- ---------------------- --------------------------------------------------------------------------------------------
10.64      January 26, 2006       Note Purchase Agreement between the Company and CapitalSmart, LLC for $1,000,000. (11)
---------- ---------------------- --------------------------------------------------------------------------------------------
10.65      February 15, 2006      Convertible Promissory Note to CapitalSmart, LLC for $1,000,000 (*)
---------- ---------------------- --------------------------------------------------------------------------------------------
10.66      February 15, 2006      Common Stock Purchase Warrants issued to CapitalSmart, LLC for 625,000 shares (*)
---------- ---------------------- --------------------------------------------------------------------------------------------
10.67      March 1, 2006          Employment Agreement between KidCARE TV and Elaine K. Mann (*)
---------- ---------------------- --------------------------------------------------------------------------------------------
10.68      March 13. 2006         Affinity Program Agreement between PetCARE Television Network, Inc. and AAHA (*)
---------- ---------------------- --------------------------------------------------------------------------------------------
10.69      March 23, 2006         Amended Employment Agreement with Philip M. Cohen. (*)
---------- ---------------------- --------------------------------------------------------------------------------------------
14.1       N/A                    2006 Code of Business Conduct and Ethics (for officers and directors). (*)
---------- ---------------------- --------------------------------------------------------------------------------------------
14.2       N/A                    2006 Code of Ethics (for Financial Executives). (*)
---------- ---------------------- --------------------------------------------------------------------------------------------
14.3       N/A                    2006 Insider Trading Compliance Program (for officers and directors). (*)
---------- ---------------------- --------------------------------------------------------------------------------------------
21.1       March 30, 2006         List of Subsidiaries (*)
---------- ---------------------- --------------------------------------------------------------------------------------------
31.1       March 30, 2006         Certification of Chief Executive Officer of Periodic Report pursuant to Rule 13a-14a and
                                  Rule 14d-14(a). (*)
---------- ---------------------- --------------------------------------------------------------------------------------------
31.2       March 30, 2006         Certification of Principal Financial Officer of Periodic Report pursuant to Rule 13a-14a
                                  and Rule 15d-14(a). (*)
---------- ---------------------- --------------------------------------------------------------------------------------------
32.1       March 30, 2006         Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350. (*)
---------- ---------------------- --------------------------------------------------------------------------------------------
32.2       March 30, 2006         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 8-K filed on January 31, 2006.
(12)  Previously filed with Form SB-2 filed on February 10, 2006.
(13)  Previously filed with Form SB-2/A filed on February 27, 2006 * Filed
      herewith.

<PAGE>

ITEM 14

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees. We incurred aggregate fees and expenses of approximately $27,186,
$18,493 and $8,862 from Baumann, Raymondo & Company, P.A. for the 2005, 2004 and
2003 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
2005, 2004, and 2003 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 2005, 2004, and 2003 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 2005, 2004
and 2003 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>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on our behalf by the
undersigned, thereunto duly authorized, in Tampa, Florida on February 28, 2006.


<TABLE>
<CAPTION>
------------------------------------- --------------------------- ------------------- --------------------------------
Title                                 Name                        Date                Signature
------------------------------------- --------------------------- ------------------- --------------------------------
<S>                                   <C>                        <C>
Principal Executive Officer           Philip M. Cohen             March 30, 2006      /s/ Philip M. Cohen
------------------------------------- --------------------------- ------------------- --------------------------------

Principal Financial Officer           Donald R. Mastropietro      March 30, 2006      /s/ Donald R. Mastropietro
------------------------------------- --------------------------- ------------------- --------------------------------
</TABLE>

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
<S>                                     <C>                                      <C>
By:     /s/ Philip M. Cohen             Chief Executive Officer and Director         March 30, 2006
----------------------------------------------------------------------------------------------------------
       Philip M. Cohen
----------------------------------------------------------------------------------------------------------
By:     /s/Donald R. Mastropietro       Chief Financial Officer and Director         March 30, 2006
----------------------------------------------------------------------------------------------------------
       Donald R. Mastropietro
----------------------------------------------------------------------------------------------------------
By:     /s/ Charles V. Richardson       Chief Marketing Officer and Director         March 30, 2006
----------------------------------------------------------------------------------------------------------
       Charles V. Richardson
----------------------------------------------------------------------------------------------------------
By:     /s/ Jeffrey I. Werber           Director                                     March 30, 2006
----------------------------------------------------------------------------------------------------------
       Jeffrey I. Werber
----------------------------------------------------------------------------------------------------------
By:     /s/ J. Holt Smith               Director                                     March 30, 2006
----------------------------------------------------------------------------------------------------------
       J. Holt Smith
----------------------------------------------------------------------------------------------------------
By:     /s/ Michael Marcovsky           Director                                     March 30, 2006
----------------------------------------------------------------------------------------------------------
       Michael Marcovsky
----------------------------------------------------------------------------------------------------------
By:     /s/ Randall Maxey               Director                                     March 30, 2006
----------------------------------------------------------------------------------------------------------
       Randall Maxey
----------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>


                              FINANCIAL STATEMENTS

                          INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
- - --------------------------------------------------------------------------------------------------------------
                                 YEAR ENDING DECEMBER 31, 2005                                       Page
                                                                                                     ----
- - --------------------------------------------------------------------------------------------------------------
<S>                                                                                              <C>
Report of Independent Registered Public Accounting Firm                                              F-1
- - --------------------------------------------------------------------------------------------------------------
Balance Sheet as of December 31, 2005                                                                F-2
- - --------------------------------------------------------------------------------------------------------------
Statements of Operations for the years ended December 31, 2005 and 2004 and                          F-3
From Inception (October 2, 1989) to December 31, 2005
- - --------------------------------------------------------------------------------------------------------------
Statements of Cash Flows for the years ended December 31, 2005 and 2004 and                          F-4
From Inception (October 2, 1989) to December 31, 2005
- - --------------------------------------------------------------------------------------------------------------
Statements of Stockholders' Deficit for the years ended December 31, 2005 and 2004 and from          F-5
Inception (October 2, 1989) to December 31, 2005
- - --------------------------------------------------------------------------------------------------------------
Notes to Financial Statements                                                                     F-6 - F-26
- - --------------------------------------------------------------------------------------------------------------
                                 YEAR ENDING DECEMBER 31, 2004
- - --------------------------------------------------------------------------------------------------------------
Report of Independent Registered Public Accounting Firm                                              F-27
- - --------------------------------------------------------------------------------------------------------------
Balance Sheet as of December 31, 2004                                                                F-28
- - --------------------------------------------------------------------------------------------------------------
Statements of Operations for the years ended December 31, 2004 and 2003 and                          F-29
From Inception (October 2, 1989) to December 31, 2004
- - --------------------------------------------------------------------------------------------------------------
Statements of Cash Flows for the years ended December 31, 2004 and 2003 and                          F-30
From Inception (October 2, 1989) to December 31, 2004
- - --------------------------------------------------------------------------------------------------------------
Statements of Stockholders' Deficit for the years ended December 31, 2004 and 2003 and from          F-31
Inception (October 2, 1989) to December 31, 2004
- - --------------------------------------------------------------------------------------------------------------
Notes to Financial Statements                                                                    F-32 - F-40
- - --------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Medical Media Television, Inc. (F/K/A PetCARE Television Network, Inc.)
Tampa, Florida

We have audited the consolidated balance sheets of Medical Media Television,
Inc. (F/K/A PetCARE Television Network, Inc.) and subsidiary as of December 31,
2005 and 2004, and the related consolidated statements of operations,
stockholders' equity and cash flows for each of the two years in the period
ended December 31, 2005. 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 subsidiary as of December 31, 2005 and 2004, and the
results of their operations and their cash flows for each of the two years in
the period ended December 31, 2005, in conformity with U.S. generally accepted
accounting principles.

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

Tampa, Florida
January 25, 2006


                                       F-1
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2005

<TABLE>
<S>                                                                                  <C>
                                              ASSETS

Current assets:
     Cash                                                                            $    75,248
     Prepaid expenses and other current assets                                            36,010
                                                                                     -----------
          Total current assets                                                           111,258
                                                                                     -----------

Fixed assets:
     Computer equipment                                                                    6,196
     Leasehold improvements                                                               19,585
                                                                                     -----------
                                                                                          25,781
     Less accumulated depreciation                                                        11,180
                                                                                     -----------
          Total fixed assets                                                              14,601
                                                                                     -----------

Other assets:
     Goodwill                                                                          1,271,037
     Intangible assets                                                                   300,000
     Security deposits                                                                     7,596
                                                                                     -----------
          Total other assets                                                           1,578,633
                                                                                     -----------
          Total assets                                                               $ 1,704,492
                                                                                     ===========

                              LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
     Accounts payable                                                                $   530,175
     Accrued expenses and other current liabilities                                      512,899
     Deferred revenue                                                                     22,485
     Note payable                                                                        300,000
     Notes payable to stockholders                                                     1,196,437
                                                                                     -----------
          Total current liabilities                                                    2,561,996
                                                                                     -----------

Long-term liabilities
     Note payable to stockholder                                                         250,000
     Deferred revenue-long-term                                                           17,985
                                                                                     -----------
          Total long-term liabilities                                                    267,985
                                                                                     -----------
          Total liabilities                                                            2,829,981
                                                                                     -----------

     Stockholders' deficit:
        Preferred stock - no par value; 10,000,000 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 8,627 Series C Zero
          Coupon, shares issued and outstanding 4,303,000
        Common stock - par value $.0005; 50,000,000 shares authorized;
          20,725,104 shares issued and outstanding                                        10,363
        Additional paid-in capital                                                     1,098,438
        Accumulated deficit during development stage                                  (6,537,290)
                                                                                     -----------
           Total stockholders' deficit                                                (1,125,489)
                                                                                     -----------
           Total liabilities and stockholders' deficit                               $ 1,704,492
                                                                                     ===========
</TABLE>

                       Read independent auditors' report.
 The accompanying footnotes are an integral part of these financial statements.

<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
              FROM INCEPTION (OCTOBER 2, 1989) to DECEMBER 31, 2005

<TABLE>
<CAPTION>
                                                                                     From
                                                       December 31,              Inception to
                                               ----------------------------      December 31,
                                                   2005             2004             2005
                                               -----------      -----------      -----------
<S>                                            <C>              <C>              <C>
Revenues                                       $   124,764      $    63,637      $   200,532

Cost of revenues                                    34,569            7,524           43,731
                                               -----------      -----------      -----------

Gross profit                                        90,195           56,113          156,801
                                               -----------      -----------      -----------

Operating expenses:
     DVD production costs                          146,086          209,213          524,066
     General and administration                    878,474        1,079,148        3,268,660
     Sales and marketing                           660,985          501,447        1,831,686
     Depreciation and amortization                   6,257            3,637          155,738
                                               -----------      -----------      -----------
          Total operating expense                1,691,802        1,793,445        5,780,150
                                               -----------      -----------      -----------

Operating loss                                  (1,601,607)      (1,737,332)      (5,623,349)
                                               -----------      -----------      -----------

Other income and (expense)
     Interest expense                             (365,006)        (452,424)        (922,070)
     Interest income                                   358            1,507            1,865
     Other income                                      953               46            2,439
     Gain on sale of subsidiary                         --               --            2,421
                                               -----------      -----------      -----------
          Total other income (expense)            (363,695)        (450,871)        (915,345)
                                               -----------      -----------      -----------

Loss before extraordinary items                 (1,965,302)      (2,188,203)      (6,538,694)

     Gain on extinguishment of debt                     --               --            1,404
                                               -----------      -----------      -----------

Loss before taxes                               (1,965,302)      (2,188,203)      (6,537,290)

     Provision for income taxes                         --               --               --
                                               -----------      -----------      -----------

Net loss                                       $(1,965,302)     $(2,188,203)     $(6,537,290)
                                               ===========      ===========      ===========

Net loss per share, basic and diluted          $     (0.53)     $     (1.72)     $     (9.25)
                                               ===========      ===========      ===========

Weighted average shares, basic and diluted       3,703,080        1,272,288          706,948
                                               ===========      ===========      ===========
</TABLE>

                       Read independent auditors' report.
 The accompanying footnotes are an integral part of these financial statements.

<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
      FOR PERIOD FROM INCEPTION (OCTOBER 2, 1989) THROUGH DECEMBER 31, 2005

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

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

Repurchase of shares                                  --               --               --            --               --
Issuance of common stock                              --               --        2,476,000         1,238            3,762
                                              ----------      -----------      -----------      --------      -----------

Balance, December 31, 1997                            --               --        4,476,000         2,238            4,762

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

Balance, December 31, 1998                            --               --        4,476,000         2,238            4,762
                                              ----------      -----------      -----------      --------      -----------

Balance, December 31, 1999                            --               --        4,476,000         2,238            4,762

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            4,762

Shares issued in connection
 with merger with Savage Mojo, Inc.                   --               --        8,000,000         4,000               --
Shares issued for services                            --               --           10,000             5              995
Contributed capital                                   --               --               --            --            5,672
Net loss                                              --               --               --            --               --
                                              ----------      -----------      -----------      --------      -----------

Balance, December 31, 2001                            --               --       13,511,000         6,756           11,429

Series A shares sold in private placement         47,750           95,500               --            --               --
Retire treasury stock                                 --               --       (1,725,000)         (863)          (4,137)
Shares issued as premium for notes                    --               --        2,939,553         1,470               --
Shares issued for Cohen employment
 agreement                                            --               --          748,447           374           74,471
Cancellation of outstanding stock
 returned by M. Klimes                                --               --       (4,000,000)       (2,000)              --
Shares issued for services                            --               --          312,000           156           31,044
Payment of subscription receivable                    --               --               --            --               --
Write off of subscription receivable
Net loss                                              --               --               --            --               --
                                              ----------      -----------      -----------      --------      -----------

Balance, December 31, 2002                        47,750           95,500       11,786,000         5,893          112,807

Shares issued for services                            --               --           50,000            25            4,975
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          117,782

Conversion of Series A to common                (101,250)        (202,500)         525,959           263          202,237
Cancellation and refund of Series B               (1,000)          (2,000)
Shares issued for services                            --               --          372,583           186          101,828
Shares issued for debt                                --               --          357,143           179          249,821
Net loss                                              --               --               --            --               --
                                              ----------      -----------      -----------      --------      -----------

Balance, December 31, 2004                            --               --       13,091,685         6,546          671,668

Effects of 30: 1 reverse stock split                  --               --      (12,654,986)       (6,327)           6,327
Issuance of dividend shares                           --               --          872,779           436             (436)
Conversion of debt to preferred                4,303,000        4,303,000
Acquisition of African American
  Medical Network, Inc.                                                         19,415,626         9,708          420,879
Net loss                                              --               --               --            --               --
                                              ----------      -----------      -----------      --------      -----------

Balance, December 31, 2005                     4,303,000      $ 4,303,000       20,725,104      $ 10,363      $ 1,098,438
                                              ==========      ===========      ===========      ========      ===========

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

Balance, December 31, 1996                            (115)              --               --           --            1,885

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

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

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

Balance, December 31, 1998                          (5,115)          (2,867)      (1,725,000)      (5,000)          (5,982)
                                                   -------      -----------      -----------      -------      -----------

Balance, December 31, 1999                          (5,115)          (2,867)      (1,725,000)      (5,000)          (5,982)

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

Balance, December 31, 2000                          (5,115)          (2,433)      (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)              --           --          (57,151)
                                                   -------      -----------      -----------      -------      -----------

Balance, December 31, 2001                          (5,115)         (59,584)      (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               --               --           --            5,000
Write off of subscription receivable                   115                                                             115
Net loss                                                --         (498,888)              --           --         (498,888)
                                                   -------      -----------      -----------      -------      -----------

Balance, December 31, 2002                              --         (558,472)              --           --         (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)              --           --       (1,825,313)
                                                   -------      -----------      -----------      -------      -----------

Balance, December 31, 2003                              --       (2,383,785)              --           --       (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)              --           --       (2,188,203)
                                                   -------      -----------      -----------      -------      -----------

Balance, December 31, 2004                              --       (4,571,988)              --           --       (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)              --           --       (1,965,302)
                                                   -------      -----------      -----------      -------      -----------

Balance, December 31, 2005                         $    --      $(6,537,290)     $        --      $    --      $(1,125,489)
                                                   =======      ===========      ===========      =======      ===========
</TABLE>

                       Read independent auditors' report.
 The accompanying footnotes are an integral part of these financial statements.

<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
              FROM INCEPTION (OCTOBER 2, 1989) to DECEMBER 31, 2005

<TABLE>
<CAPTION>
                                                                                                                         From
                                                                                           December 31,              Inception to
                                                                                   ----------------------------      December 31,
                                                                                       2005             2004             2005
                                                                                   -----------      -----------      ------------
<S>                                                                                <C>              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITES
  Net loss                                                                         $(1,965,302)     $(2,188,203)     $(6,537,290)
     Adjustments to reconcile net loss to net cash flows from
        operating activities:
          Depreciation and amortization expense                                          6,257            3,637           18,812
          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)
          Compensation expense - stock for services                                         --               --          106,045
          Bad debt expense                                                             (10,000)          10,000              115
          Changes in assets and liabilities:
             Accounts receivable                                                        19,470          (19,470)              --
             Prepaid expenses                                                           41,515          (45,525)         (35,996)
             Other receivables                                                          66,255             (734)          65,521
             Security deposits                                                              --               --           (7,596)
             Bank overdraft                                                                 --           (8,203)              --
             Accounts payable                                                           63,699          (43,003)         121,550
             Accrued expenses and other current liabilities                            682,586           50,621        1,100,079
                                                                                   -----------      -----------      -----------

Net cash flows (used) in operating activities                                       (1,093,416)      (2,240,880)      (5,170,481)
                                                                                   -----------      -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of equipment                                                                 (7,066)         (11,841)         (24,027)
                                                                                   -----------      -----------      -----------

Net cash flows (used) in investing activities                                           (7,066)         (11,841)         (24,027)
                                                                                   -----------      -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Common stock issued                                                                       --               --           14,185
  Common stock issued for debt                                                              --          250,000          250,000
  Common stock issued for services                                                          --          102,014          102,014
  Common stock subscriptions (issued) paid                                                  --               --             (115)
  Preferred stock issued (redeemed)                                                         --           (2,000)         202,500
  Proceeds from notes payable                                                          675,000               --        2,050,000
  Proceeds from notes payable from stockholders-net                                    481,937        1,921,500        2,651,172
                                                                                   -----------      -----------      -----------

Net cash flows provided by financing activities                                      1,156,937        2,271,514        5,269,756
                                                                                   -----------      -----------      -----------

Decrease in cash                                                                        56,455           18,793           75,248
Cash, beginning of period                                                               18,793               --               --
                                                                                   -----------      -----------      -----------
Cash, end of period                                                                $    75,248      $    18,793      $    75,248
                                                                                   ===========      ===========      ===========

                                        SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid for interest                                                             $     3,763      $     2,803      $     9,279
                                                                                   ===========      ===========      ===========

Acquisition of African American Medical Network, Inc.                              $ 1,571,037      $        --      $ 1,571,037
                                                                                   ===========      ===========      ===========

Preferred stock issued for debt                                                    $ 4,303,000      $        --      $ 4,303,000
                                                                                   ===========      ===========      ===========
</TABLE>

                       Read independent auditors' report.
 The accompanying footnotes are an integral part of these financial statements.

<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

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) was organized as a Florida
corporation on October 2, 1989.

Medical Media is a development stage company, and as such has devoted its
efforts since inception to developing and implementing its business plan, which
includes but is not limited to establishing a subscriber network of
approximately 3,000 veterinary clinics and hospitals, writing and producing its
monthly DVD magazines, making contacts with potential advertisers, obtaining
debt and equity financing, establishing its accounting systems, and performing
other administrative functions. Medical Media's 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.

Medical Media provides advertiser-supported patient/parent/client medical
education programming within the place-based media environment of medical
specialty offices nationwide. Medical Media currently has two networks, PetCARE
Television Network, Inc. ("PetCARE TV") and African American Medical Network,
Inc. ("African American Medical Network").

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 over 4 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 called
Welcome Home Your New Friend.

African American Medical Network's goal is to provide educational programming
regarding health and welfare to doctor's offices nationwide to be viewed by
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 is currently aired in physician offices across the U.S.
and will ultimately be viewed by the patients of the more than 15,000 doctors
who serve the majority of the 35 million U.S. African Americans.

Recent Actions

A Written Action of a Majority of the Shareholders in Lieu of Special Meeting
was signed on April 6, 2005, in which 7,079,471 shares of the total shares of
the Common Stock outstanding of 13,091,685 (54.07%) approved a Memorandum of
Terms for the Company's acquisition of African American Medical Network, a
wholly-owned subsidiary of AFMN, Inc., a Delaware corporation ("AFMN"), and
authorized the Company's Board of Directors to (i) change the Company's
corporate name from PetCARE Television Network, Inc. to Medical Media
Television, Inc.; (ii) combine the Company's issued and outstanding Common Stock
on a 1:30 basis effective as of May 4, 2005; and (iii) declare and issue 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.


                       Read independent auditors' report.
                                       F-6
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

On April 21, 2005, PetCARE Television Network, Inc. changed its name to Medical
Media Television, Inc. On April 22, 2005, Medical Media organized a wholly-owned
subsidiary, PetCARE Television Network, Inc., a Florida corporation ("PetCARE
TV"). Also on April 22, 2005 Medical Media organized AAMN Acquisition Sub, Inc.
a wholly-owned Florida corporation ("AAMN Acquisition Sub"), for the purpose of
acquiring African American Medical Network.

On November 16, 2005, the Company executed a First Amendment to a Merger
Agreement by and among the Company, AFMN, African American Medical Network, and
AAMN Acquisition Sub and acquired African American Medical Network. For more
details see NOTE B - MERGERS AND ACQUISITIONS.

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 Welcome Home Your New Friend DVDs). Lifelearn's focus is the
production and marketing of veterinary continuing education and reference
programs in electronic interactive multimedia format.

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.

Cash and Cash Equivalents

For purposes of the 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.

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 independent auditors' report.
                                       F-7
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Income Taxes (Continued)

Since its inception, Medical Media has an accumulated loss of $6,537,290 for
income tax purposes, which can be used to offset future taxable income through
2025. The potential tax benefit of this loss is as follows:

      Future tax benefit                                      $ 1,961,186
      Valuation allowance                                      (1,961,186)
                                                              -----------

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

As of December 31, 2005, no deferred taxes were recorded in the accompanying
financial statements.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Advertising Costs

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

Fixed Assets

Media Media's fixed assets consist of computer equipment (depreciation over 3
years) and leasehold improvements depreciated over the life of its current lease
(38 months).

NOTE B - MERGERS AND ACQUISITIONS

Medical Media was originally incorporated on October 2, 1989 as Transition
Lifestyle Consultants, Inc. ("Transition"), which remained inactive until 1997.
Transition changed its name to Southeast Tire Recycling Acquisition, Inc.
("Southeast") in early 1997 in anticipation of a potential merger that never
materialized.

In April 2000, Southeast issued 1,025,000 (34,167 post-split) shares of its
$0.0005 par value common stock in exchange for 100% of the common stock of Y2K
Recordings, Inc., ("Old Y2K") and its wholly owned subsidiary, Dimensia
Recordings, Inc. ("Dimensia"). Both companies had remained inactive since their
inception. The transaction was recorded as a purchase. The value assigned to the
common stock issued by Southeast was the book value of Old Y2K. Immediately
after the merger, Old Y2K was dissolved, and Southeast changed its name to Y2K
Recordings, Inc. ("New Y2K"). As a result of the merger, Dimensia became a
wholly owned subsidiary of New Y2K.

In June 2001, New Y2K entered into a Merger and Reorganization Agreement with
Savage Mojo, Inc. ("Old Savage"). New Y2K acquired 100% of the issued and
outstanding common stock of Old Savage in exchange for 8,000,000 (266,667
post-split) shares of New Y2K's common stock, valued at $4,000. Old


                       Read independent auditors' report.
                                       F-8
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

NOTE B - MERGERS AND ACQUISITIONS (Continued)

Savage had the exclusive license to market and distribute a computer video game
entitled "Suzerain". This intellectual property was transferred to New Y2K in
connection with the merger. Immediately after the merger, Old Savage was
dissolved, and New Y2K changed its name from Y2K Recordings, Inc. to Savage
Mojo, Inc. ("New Savage").

In June 2002, Savage Mojo, Inc. sold the intellectual property to an individual
in exchange for the return of 4,000,000 (133,334 post-split) shares of common
stock, and then changed the name of the company to PetCARE Television Network,
Inc. to better reflect the Company's new business of providing educational
programming to veterinarian offices.

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
has 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, will 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


                       Read independent auditors' report.
                                       F-9
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

NOTE B - MERGERS AND ACQUISITIONS (Continued)

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. The transaction was recorded
based on an independent valuation of the consideration paid.

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

In December 1997, the Company sold 2,476,000 (82,534 post-split) shares of its
common stock to an unrelated individual in exchange for a stock subscription in
the amount of $5,000. This subscription was paid in November 2002.

In May and June 2002, the Company issued non-interest bearing promissory notes
totaling $136,000 to four (4) individuals, along with 2,939,553 (97,986
post-split) shares of common stock as an incentive for the value received. The
incentive was accounted for as a discount at par value. The notes are to be
repaid upon receipt of funds from private placement offerings. There are no
stated due dates on the notes. If the private placement offerings are
unsuccessful or do not take place, an extraordinary gain from extinguishment of
debt will occur. The entire amount of the discount had been amortized in 2004
and as of December 31, 2005, an aggregate of $109,437 remained payable on the
notes.

In June 2002, the Company approved the issuance of 748,447 (24,494 post-split)
shares of common stock to the Company's President, Philip M. Cohen in lieu of
salary from July 1, 2001 through June 1, 2002 (for accounting purposes, the
shares were treated as having been issued on June 5, 2002, Medical Media's
transfer agent actually issued the shares on July 15, 2002); discontinued all
its current operations when a shareholder returned 4,000,000 (133,334
post-split) shares of common stock in exchange for the return of the exclusive
license to "Suzerain" (all rights to the intellectual property known as
"Suzerain" were transferred to the shareholder and the 4,000,000 (133,334
post-split) shares of common stock were cancelled and returned to New Savage's
authorized but unissued shares); and for services totaling $31,200, issued
312,000 (10,400 post-split) shares of common stock to six (6) businesses and
individuals for consulting services rendered (for accounting purposes, the
shares were treated as having been issued on June 10, 2002, Medical Media's
transfer agent actually issued the shares on July 15, 2002).

In May 2003, the Company issued 5,000 (167 post-split) shares of common stock to
each member of its Veterinary Advisory Board in their advisory capacities
(50,000 [1,667 post-split] shares in total).


                       Read independent auditors' report.
                                      F-10
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

NOTE C - COMMON AND PREFERRED STOCK (Continued)
Common Stock (Continued)

In February 2004, the Company entered into a Note Purchase Agreement and
Subordinated Convertible Promissory Note (the "February Note") with Victus
Capital, LP, a Delaware limited partnership ("Victus"). Under the terms of the
February Note, Victus loaned Medical Media $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 February Note was delivered to an escrow agent to
hold for the purposes of making quarterly interest payments to Victus. Prior to
the maturity date of the February Note, Victus had the option to convert the
principal and any outstanding interest into shares of a future private offering,
or into shares of our Common Stock at a price of $.375 per share. Upon
acceleration or conversion of the February Note, any unpaid balance in the
escrow account would be returned to Victus. In May 2004, the Company issued
357,143 (11,905 post-split) shares of its Common Stock at $.70 per share and
714,286 (23,810 post-split) Common Stock Purchase Warrants in lieu of $250,000
in interest due on the February Note. Accordingly, the $250,000 held in escrow
was released to the Company in exchange for the shares and warrants. Each
warrant is currently exercisable into the Company's Common Stock at $0.166 per
share. The warrants are exercisable at any time for five years from the date of
issuance. The February Note, shares and warrants were issued under the exemption
from registration provided in Section 4(2) of the Act.

In April 2004, the Company issued 67,583 (2,253 post-split) shares of Common
Stock to two vendors in exchange for debt recorded as accounts payable on the
accompanying financial statements. The shares of Common Stock were issued under
the exemption from registration provided in Section 4(2) of the Act.

In May 2004, the Company issued 533,333 (17,778 post-split) warrants to purchase
its Common Stock in accordance with the Placement Agent Fee agreement entered
into with H.C. Wainwright, Inc. dated February 2004. The warrants became due as
a result of the funds raised in conjunction with the Victus Note discussed
above. Each warrant is currently exercisable into the Company's Common Stock at
$2.40 per share. The warrants were issued under the exemption from registration
provided in Section 4(2) of the Act.

In June 2004, the Company issued 250,000 (8,334 post-split) shares of Common
Stock to a vendor in exchange for debt. The shares of Common Stock were issued
under the exemption from registration provided in Section 4(2) of the Act

During the three months ended June 30 2004, the Company issued 55,000 (1,834
post-split) shares of Common Stock to members of its Veterinary Advisory Board.

On July 28, 2004, the Company entered into a seven-month financial consulting
agreement with TotalCFO, Inc. ("TotalCFO") for a cash fee of $80,000 and the
issuance of 300,000 (10,000 post-split) warrants to purchase our stock (the
"TotalCFO Warrants") in exchange for the services to be rendered. We issued the
TotalCFO Warrants in September 2004. Each warrant is currently exercisable into
the Company's Common Stock at $2.40 per share. The warrants were issued under
the exemption from registration provided in Section 4(2) of the Securities Act.

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.


                       Read independent auditors' report.
                                      F-11
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

NOTE C - COMMON AND PREFERRED STOCK (Continued)
Common Stock (Continued)

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.

Preferred stock

Series A

In July 2002, the Board of Directors of the Company adopted a resolution
providing for the creation of the Company's Certificate of Designation,
Preferences, Rights and Limitations for its Series A Convertible Preferred Stock
("Series A Stock"). As a result of this resolution, the Company has 1,500,000 no
par value preferred shares authorized. These shares had an automatic conversion
into the Company's Common Stock ten days after the Company's Common Stock began
to be quoted on the "Pink Sheet Exchange". The conversion rate used was
determined by dividing the price per share of the preferred stock ($2.00) by 50%
of the average closing price as reported by the Pink Sheet Exchange for the five
trading days preceding the date of the conversion, or $2.00, whichever is less.
The holders of preferred shares were not entitled to dividends; however, the
Board of Directors had the ability to declare dividends at a later date. In
August 2002, the Company offered 1,500,000 of its Series A Preferred Stock in a
private placement for $2.00 per share. As of December 31, 2003, 101,250 shares
were sold for $202,500. Based on the conversion formula contained in the
Certificate of Designation, the 101,250 shares of Series A Stock converted into
an aggregate of 525,959 shares of the Company's Common Stock on February 25,
2004. As a result of the foregoing, the Company amended the Certificate of
Designation relating to the Series A Stock to reduce the number of authorized
Series A Stock to 101,250 shares and immediately cancelled those shares, and the
balance of 1,398,750 shares of Series A Stock were returned to the status of
authorized but unissued and undesignated shares of Preferred Stock.

Series B

In October 2003, the Board of Directors of the Company adopted a resolution
providing for the creation of the Company's Certificate of Designation,
Preferences, Rights and Limitations for its Series B Convertible Preferred Stock
("Series B Preferred Stock"). As a result of this resolution, the Company had
1,000,000 no par value preferred shares authorized. In November 2003, the
Company offered 1,000,000 shares of its Series B Preferred Stock in a private
placement of units consisting of one share of Series B Preferred Stock and one
warrant to purchase Common Stock of the Company (the "Warrants") for $2.00 per
unit. After only selling 1,000 units for the purchase price of $2,000, the
Company decided to discontinue the offering and amend the Certificate of
Designation. In May 2004, the Company refunded the $2,000 paid by the sole
shareholder of Series B Preferred Stock, and cancelled the issued Series B
Preferred Stock and Warrants. The offering is claimed to be exempt under Section
4(2) of the Securities Act of 1933.

In May 2004, the Board of Directors of the Company adopted a resolution
providing for the amendment of the Company's Certificate of Designation,
Preferences, Rights and Limitations for its Series B Preferred Stock. As a
result of this resolution, the Company had 1,500,000 no par value preferred
shares authorized. These shares were convertible into shares of the Company's
Common Stock at any time commencing one (1) year from the date of issuance. Each
share of Series B Preferred Stock would


                       Read independent auditors' report.
                                      F-12
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

NOTE C - COMMON AND PREFERRED STOCK (Continued)
Preferred Stock, Series B (Continued)

convert into shares of the Company's Common Stock at the variable conversion
price equal to 70% of the average closing price as reported by Bloomberg L.P.
for the 20 trading days preceding the date of conversion. However, in no event
would the conversion price be less than $0.50 per share, nor greater than $1.50
per share. The holders of the Series B Preferred Stock would be entitled to
dividends of 8% per annum, payable in one payment upon conversion of the Series
B Preferred Stock. In June 2004, the Company offered 1,500,000 of its Series B
Preferred Stock in a private placement of units consisting of one share of
Series B Preferred Stock and one warrant to purchase Common Stock of the Company
for $1.00 per unit. No units were sold and on July 14, 2005 the Board retired
the entire class of Series B Convertible Preferred Stock to the status of
unissued and undesignated shares of preferred stock of the Company. The offering
was claimed to be exempt under Section 4(2) of the Securities Act of 1933.

Zero Coupon Preferred Stock

The Board of Directors of the Company approved the Certificates of Designations,
Preferences, Rights and Limitations for Series A Zero Coupon Preferred Stock and
Series B Zero Coupon Preferred Stock. The Company filed an amendment to its
articles of incorporation on July 14, 2005, which authorized 1,682,044 shares of
Series A Zero Coupon Preferred Stock with $1.00 Stated Value and 2,612,329
shares of Series B Zero Coupon Preferred Stock with $1.00 Stated Value. These
series of preferred shares 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. On December 22, 2005,
the Company filed an amendment to its articles of incorporation which authorized
400,000 shares of Series C Zero Coupon Preferred Stock with $1.00 Stated Value,
which shares are 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.

Series A Zero Coupon Preferred Stock

The Company's Series A 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 at
the initial rate of $2.40 per share. The holders of the Series A Zero Coupon
Preferred Stock will be entitled to receive, when and if declared by the Board
of Directors, dividends on parity with holders of the Company's 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 Zero Coupon Preferred Stock, calculated on the
record date for determination of holders entitled to receive such dividend. In
addition, in the event of any voluntary or involuntary liquidation, dissolution,
or


                       Read independent auditors' report.
                                      F-13
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

NOTE C - COMMON AND PREFERRED STOCK (Continued) Series A Zero Coupon Preferred
Stock (Continued)

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 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 A
Zero Coupon Preferred Stock, an amount equal to One Million Three Hundred
Seventy Five Thousand and No/100 Dollars ($1,375,000). The holders of Series A
Zero Coupon Preferred Stock also have preemptive rights to purchase any equity
securities, debt securities possessing rights, preferences, privileges and
limitations similar to equity securities, or rights, options, warrants or
convertible or exchangeable securities containing the right to subscribe for or
purchase shares of equity securities of the Company at the price and on the
terms and conditions the Company is offering them.

Series B Zero Coupon Preferred Stock

The Company's Series B 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 at
the initial rate of $3.00 per share. Of the 2,612,329 shares of Series B Zero
Coupon Preferred Stock outstanding, Vicis Capital is entitled to purchase an
aggregate of 15,373,000 at an adjusted exercise price of $0.166 per share. The
holders of the Series B Zero Coupon Preferred Stock will be entitled to receive,
when and if declared by the Board of Directors, dividends on parity with holders
of the Company's 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 B Zero Coupon
Preferred Stock, calculated on the record date for determination of holders
entitled to receive such dividend. In addition, 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).

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. The
holders of the Series C Zero Coupon Preferred Stock will be entitled to receive,
when and if declared by the Board of Directors, dividends on parity with holders
of the Company's 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 C Zero Coupon
Preferred Stock, calculated on the record date for determination of holders
entitled to receive such dividend. In addition, 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


                       Read independent auditors' report.
                                      F-14
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

NOTE C - COMMON AND PREFERRED STOCK (Continued) Series C Zero Coupon Preferred
Stock (Continued)

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).

Treasury stock

Treasury stock is shown at cost, and in 2001 consists of 1,725,000 (57,500
post-split) shares of Common Stock. On December 31, 1997, Southeast's initial
shareholder agreed to sell to Southeast 1,725,000 (57,500 post-split) shares of
the Common Stock in exchange for a non-interest bearing demand note payable in
the amount of $5,000. This note was repaid during 2002, and the shares were
cancelled and returned to the Company's authorized but unissued shares.

Stock Options

We have an equity incentive plan available to key employees and consultants of
the Company. Under the plan, we may grant options for up to 2,000,000 (66,667
post-split) shares of Common Stock. 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 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. 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 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. To date, we have granted 159,000 (5,300 post-split)
options under this equity incentive plan.

NOTE E - CONVERTIBLE PROMISSORY NOTES

On December 15, 2004, the Company issued a Promissory Note to an individual
("December 2004 Promissory Note") pursuant to the exemption from registration
found in Section 4(2) of Regulation D under the Securities Act of 1933 (issued
in exchange for similar convertible securities of AFMN, Inc. pursuant to the
First Amendment to the Merger Agreement). Pursuant to the terms of the December
2004 Promissory Note, the individual loaned the Company an aggregate of $200,000
at an annual interest rate of ten percent (10%). The December 2004 Promissory
Note has a term of 365 days. On the maturity date of the December 2004
Promissory Note, the individual has the option to convert the principal amount
of the December 2004 Promissory Note into 200,000 units of the Company's
securities pursuant to the terms of a Debt Conversion Agreement. Each unit
consists of one share of the Company's Common Stock (for an aggregate of 200,000
shares) and one warrant to purchase an additional share of the Company's Common
Stock (for an aggregate of 200,000 warrants) with an exercise price of $2.00 per
share. The note was due on December 14, 2005 and has not been repaid or
converted. On December 14, 2005, the Company and the individual agreed to an
extension of 180 days.


                       Read independent auditors' report.
                                      F-15
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

NOTE E - CONVERTIBLE PROMISSORY NOTES (Continued)

On April 18, 2005, the Company issued a Promissory Note to an individual ("April
2005 Promissory Note") pursuant to the exemption from registration found in
Section 4(2) of Regulation D under the Securities Act of 1933 (issued in
exchange for similar convertible securities of AFMN, Inc. pursuant to the First
Amendment to the Merger Agreement). Pursuant to the terms of the April 2005
Promissory Note, the individual loaned the Company an aggregate of $100,000 at
an annual interest rate of eight percent (8%). The April 2005 Promissory Note
has a term of 365 days. On the maturity date of the 2005 April Promissory Note,
the individual has the option to convert the principal amount of the April 2004
Promissory Note into 100,000 units of the Company's securities pursuant to the
terms of a Debt Conversion Agreement. Each unit consists of two shares of the
Company's Common Stock (for an aggregate of 200,000 shares) and one 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 November 30, 2005, the Company issued to an individual investor its 12-month
Convertible Promissory Note ("12-Month Note"), pursuant to the exemption from
registration found in Section 4(2) of Regulation D under the Securities Act of
1933. Pursuant to the terms of the 12-Month Note, an individual investor loaned
the Company $1,000,000 under a loan schedule. The 12-Month Note bears interest
at a rate of 20% per annum, compounded semi-annually. Interest shall 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
investor's option. The Series C Zero Coupon Preferred Stock shall be convertible
into shares of the Company's Common Stock on the maturity date of the 12-Month
Note at a 10% discount to the then-current market price based on the average
closing price for the twenty (20) days immediately preceding the conversion. The
Series C Zero Coupon Preferred Stock is subordinate to the Company's Series A
Zero Coupon Preferred Stock and Series B Zero Coupon Preferred Stock. At
maturity, the 12-Month Note shall be convertible into Common Stock of the
Company at a fixed conversion price of $.40 per share. With the consent of the
Company and the investor, the 12-Month Note may be extended for an additional
twelve months, with the terms of the interest payments remaining the same. The
12-Month Note is not convertible such that the investor's overall Common Stock
ownership position in the Company exceeds 4.99%; provided, however, that upon
investor providing the Company with sixty-one (61) days notice (the "Waiver
Notice") that investor 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 12-Month Note, this restriction will be of no force or effect with regard
to all or a portion of the 12-Month 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 12-Month Note. The Company also issued the investor 2,500,000 five-year
Common Stock Purchase Warrants with an exercise price of $0.75 per share. The
warrants are not exercisable such that the investor's overall Common Stock
ownership position in the Company exceeds 4.99%. On December 31, 2005 the
Company issued 8,627 shares of its Series C Zero Coupon Preferred Stock as
payment for $8,627.40 interest accrued through December 31, 2005. The 8,627
shares are convertible into 9,586 shares of the Company's Common Stock. As a
result of fees incurred in connection with the 12-Month Note, the Company issued
Common Stock Purchase Warrants to Allderdice Media, Inc. to purchase 300,000
shares of the Company's Common Stock at an exercise price of $0.75 per share for
a term of five years.


                       Read independent auditors' report.
                                      F-16
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

NOTE F - 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 December 31, 2005, the principal balance due on the Calaway
Note was $78,537.

In June 2002, we issued the following non-interest bearing promissory notes (the
"Hugo/Turner Notes"), all of which remained outstanding at December 31, 2005:

      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, 2005, the principal balances due on the Hugo/Turner Notes were
$21,459, $5,150, and $4,291 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"). The managing partner of Edge, John Sfondrini, became a member
of the board of directors at the inception of this loan, although he is no
longer a member of the board of directors. Under the terms of the Edge Notes,
Edge loaned us $1,000,000, $50,000, $50,000, and $275,000 respectively with
simple interest at the rate of ten percent (10%) per annum. All principal and
accrued interest on the Edge Notes was due March 9, 2006, May 27, 2006, June 5,
2006, and June 30, 2006 respectively. The principal and interest on the Edge
Notes was convertible into pre-split shares of our Common Stock at $.246 per
share. On November 10, 2003, we entered into an agreement with Edge to amend the
terms of conversion of the Edge Notes (the "Edge Amendment"). Pursuant to the
terms of a Debt Exchange Agreement dated July 8, 2005 by and between Edge and
the Company ("Edge Debt Exchange Agreement") the Edge Notes were converted into
1,682,044 shares of the Company's Series A Zero Coupon Preferred Stock and
2,102,556 five-year Warrants to purchase shares of Common Stock of Medical Media
("Edge Debt Exchange Warrants") with an exercise price of fifteen cents ($.15).

On June 10, 2003, we entered into a Note Purchase Agreement and Convertible
Promissory Note with a former director, Mark Maltzer (the "Maltzer Note"). Under
the terms of the Maltzer Note, Dr. Maltzer agreed to loan us $50,000 with simple
interest at a rate of ten percent (10%) per annum. All principal and accrued
interest was due June 9, 2006. The principal and interest on the Maltzer Note
was convertible into pre-split shares of Common Stock of the Company at $.246
per share. Pursuant to the terms of the Debt Exchange Agreement dated July 8,
2005 by and between Dr. Maltzer and the Company ("Maltzer Debt Exchange
Agreement") the Maltzer Note was converted into 60,411 shares of the Company's
Series B Zero Coupon Preferred Stock and 45,308 five-year Warrants to purchase
shares of Common Stock of Medical Media ("Maltzer Debt Exchange Warrants") with
an exercise price of fifteen cents ($.15).

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"). Under
the terms of the Victus February Note, Victus loaned us $1,000,000 with interest
of $62,500 per quarter. In order to insure that interest payments were made,


                       Read independent auditors' report.
                                      F-17
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

NOTE F - RELATED PARTY TRANSACTIONS (Continued)

$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. Prior to the maturity date of the Victus February Note, Victus had
the option to convert the principal and any outstanding interest into shares of
a subsequent private offering of Preferred Stock, or into shares of our Common
Stock at a price of $.375 per share. Upon acceleration or conversion of the
Victus February Note, any unpaid balance in the escrow account would be returned
to Victus. In May 2004, Medical Media issued 357,143 (11,905 post-split) shares
of its Common Stock at $0.70 ($2.10 post-split) per share and 714,300 (23,810
post-split) Common Stock Purchase Warrants ("Victus February Warrants") in lieu
of $250,000 in interest due on the Victus February Note. Accordingly, the
$250,000 being held in escrow was released to the Company in exchange for the
shares and the Victus February Warrants. Each Victus February Warrant was
exercisable into post-split 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 $0.166 pursuant
to the extension terms of the Series AA Convertible Debenture mentioned below.
The Victus February Note, the shares of Common Stock, and Victus February
Warrants were issued under the exemption from registration provided in Section
4(2) of the Securities Act of 1933 (the "Securities Act"). In March 2005, Vicis
Capital Master Fund, a fund managed by Vicis Capital, LP, a Delaware limited
partnership ("Vicis Capital") acquired certain assets of Victus. Included in the
acquisition were the Victus February Note, the shares of the Company's Common
Stock, and the Victus February Warrants discussed above. Pursuant to the terms
of a Debt Exchange Agreement dated July 8, 2005 between Vicis Capital and the
Company, the Victus February Note was converted into 1,100,000 post-split shares
of the Company's Series B Zero Coupon Preferred Stock and 825,000 five-year
Warrants to purchase post-split shares of Common Stock of Medical Media ("Vicis
Capital Debt Exchange Warrants") with an exercise price of fifteen cents ($.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.

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"). Under the terms of the Victus July Note, Victus loaned us $1,000,000,
at an annual rate of interest of twenty percent (20%) compounded semi-annually.
The Victus July Note had a term of twelve months. For the first year, the
Company had the right to pay interest on the Victus July Note with registered,
freely transferable Common Stock, valued at a ten percent (10%) discount to the
market. On the date of maturity, the Victus July Note was convertible, at the
option of the holder, into shares of our Common Stock at $.40 per share.
Pursuant to the terms of the Victus July Warrant, Victus may purchase up to
2,500,000 (83,333 post-split) shares of our Common Stock at an exercise price of
$0.75 ($22.50 post-split) 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 $0.166 pursuant to the extension terms of the Series AA
Convertible Debenture mentioned below. In March 2005, Vicis Capital acquired
certain assets of Victus. Included in the acquisition were the Victus July Note
and the Victus July Warrant discussed above. Pursuant to the terms of a Debt
Exchange Agreement dated July 8, 2005 between Vicis Capital and the Company, the
Victus July Note was converted into 1,189,589 post-split shares of the Company's
Series B Zero Coupon Preferred Stock and 892,192 five-year Vicis Capital Debt
Exchange Warrants to purchase post-split shares of Common Stock of Medical Media
with an exercise price of fifteen cents ($.15). On July 28, 2004, in connection
with the Victus July Note, the Company issued TotalCFO,


                       Read independent auditors' report.
                                      F-18
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

NOTE F - RELATED PARTY TRANSACTIONS (Continued)

LLC a warrant to purchase 300,000 (10,000 post-split) shares of the Company's
Common Stock at $0.75 ($22.50 post-split) 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.

On March 16, 2005, the Company issued to Vicis Capital its Series A Convertible
Debentures ("Series A Debentures"), Series A Common Stock Purchase Warrants,
Series B Common Stock Purchase Warrants, and Series C Common Stock Purchase
Warrants pursuant to the exemption from registration found in Section 4(2) of
Regulation D under the Securities Act of 1933. Pursuant to the terms of the
Series A Debentures, Vicis Capital loaned the Company an aggregate of $250,000
at an annual rate of interest of fifteen percent (15%). The Series A Debentures
had a term of 24 months and the Company had the option to pay the interest
semi-annually in cash or in shares of its registered Common Stock at a ten
percent (10%) discount to the market price based on the average of the twenty
(20) trading days prior to the payment of the interest. On the maturity date of
the Series A Debentures, Vicis Capital had the option to convert the Series A
Debentures into shares of the Company's Common Stock at a price of $3.00 per
share. Under the terms of the Series A Common Stock Purchase Warrants, Vicis
Capital may purchase up to 2,500,000 (83,335 post-split) shares of the Company's
Common Stock at an exercise price of $0.10 ($3.00 post-split) 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 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. Under the terms of
the Series B Common Stock Purchase Warrants, Vicis Capital may purchase up to
2,500,000 (83,335 post-split) shares of the Company's Common Stock at an
exercise price of $0.125 ($3.75 post-split) 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 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. Under the terms of the Series C
Common Stock Purchase Warrants, Vicis Capital may purchase up to 1,250,000
(41,670 post-split) shares of the Company's Common Stock at an exercise price of
$0.10 ($3.00 post-split) 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 of the Victus Capital Debt Exchange Warrants was
reduced to $0.166 pursuant to the extension terms of the Series AA Convertible
Debenture mentioned below. The Series A Debentures and Series A, B, and C Common
Stock Purchase Warrants may not be converted and exercised to the extent that
Vicis Capital's overall ownership of the Company's Common Stock exceeds 4.99%,
unless such limitation is waived by Vicis Capital upon no less than sixty-one
days (61) advance written notice. Pursuant to the terms of a Debt Exchange
Agreement dated July 8, 2005 between Vicis Capital and the Company, the Series A
Debentures were converted into 262,329 post-split shares of the Company's Series
B Zero Coupon Preferred Stock and 196,747 five-year Vicis Capital Debt Exchange
Warrants to purchase post-split shares of Common Stock of Medical Media with an
exercise price of fifteen cents ($.15). 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 50,000
(1,667 post-split) shares of the Company's Common Stock at an exercise price of
$0.10 ($3.00 post-split) 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.

On May 6, 2005, the Company issued to Vicis Capital its Series B Convertible
Debenture ("Series B Convertible Debenture"), Series D Common Stock Purchase
Warrants, Series E Common Stock Purchase Warrants, and Series F Common Stock
Purchase Warrants pursuant to the exemption from registration


                       Read independent auditors' report.
                                      F-19
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

NOTE F - RELATED PARTY TRANSACTIONS (Continued)

found in Section 4(2) of Regulation D under the Securities Act of 1933. Pursuant
to the terms of the Series B Convertible Debenture, Vicis Capital loaned the
Company an aggregate of $250,000 at an annual rate of interest of fifteen
percent (15%). The Series B Convertible Debenture has a term of 24 months and
the Company has the option to pay the interest semi-annually in cash or in
shares of its registered Common Stock at a ten percent (10%) discount to the
market price based on the average five (5) days Volume Weighted Average Closing
Price of the Company's Common Stock for the five (5) trading days prior to
payment. On the maturity date of the Series B Convertible Debenture, Vicis
Capital has the option to convert the Series B Convertible Debenture into shares
of the Company's Common Stock at a price of $2.40 per share. 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. 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 Victus Capital Debt Exchange
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 Victus Capital Debt
Exchange 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 Victus Capital
Debt Exchange Warrants was reduced to $0.166 pursuant to the extension terms of
the Series AA Convertible Debenture mentioned below. The Series B Convertible
Debenture and 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, 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. 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.

On July 19, 2005, the Company issued to Vicis Capital its Series AA Convertible
Debenture, Series AA Common Stock Purchase Warrants, and Series BB Common Stock
Purchase Warrants pursuant to the exemption from registration found in Section
4(2) of Regulation D under the Securities Act of 1933 (issued in exchange for
similar convertible securities of AFMN, Inc. pursuant to the First Amendment to
the Merger Agreement). Pursuant to the terms of the Series AA Convertible
Debenture, Vicis Capital loaned the Company 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, the Company shall 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 the
Company's common stock on the five trading days immediately preceding the date
of the extension, or (B) the original conversion price and exercise price. On
the maturity date of the Series AA Convertible Debenture, Vicis Capital had the
option to convert the Series AA Convertible Debenture into shares of the
Company's Common Stock at a price of $0.20 per share. The Series AA Convertible
Debenture was


                       Read independent auditors' report.
                                      F-20
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

NOTE F - RELATED PARTY TRANSACTIONS (Continued)

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 the Company'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
the Company'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 the Company'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. As a result of fees incurred in
connection with the Series AA Debentures mentioned above, the Company 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.

NOTE G - COMMITMENTS AND CONTINGENCIES

In June 2002, The Company entered into an employment agreement with Mr. Cohen
that has an infinite term. This agreement automatically renews every ninety days
commencing June 5, 2002. The Company may terminate the agreement with cause,
effective upon delivery of written notice to Mr. Cohen, except where the cause
is a material breach of this agreement, for which Mr. Cohen has sixty days to
cure the material breach after written notice from the Company. The Company may
terminate this agreement without cause, effective sixty days after written
notice to Mr. Cohen. Mr. Cohen may terminate this agreement with cause provided
he delivers written notice to the Company sixty days before termination or
without cause provided he delivers written notice one year before termination.
If the Company terminates the agreement without cause, or Mr. Cohen terminates
the agreement with cause, the Company will be obligated to pay Mr. Cohen the
compensation, remuneration and expenses specified below for a period of five
years from the date of notice. Under the terms of the agreement, Mr. Cohen will
receive an annual salary of $150,000, payable in monthly installments of
$12,500. Terms of the agreement call for Mr. Cohen's salary to be renegotiated
at the end of each fiscal year, however, the salary has not been renegotiated
through 2005. 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.

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. Lease expense for 2003 totaled
$5,077. Under this agreement, minimum lease expense for the 12 months ended
December 31, 2005 through 2007 and the eleven months ended November 30, 2008
will be approximately $39,400, $40,300, $41,100 and $38,500 respectively.


                       Read independent auditors' report.
                                      F-21
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

NOTE G - COMMITMENTS AND CONTINGENCIES (Continued)

At December 31, 2004, 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 until the Company has received an
aggregate of $2.5 million in funding.

On June 1, 2005, our subsidiary PetCARE TV, entered into a five-year Employment
Agreement with Bernard Kouma to serve as its President. PetCARE TV can terminate
the agreement at any time for cause, effective upon delivery of written notice
to Mr. Kouma, except where the cause is a material breach of the agreement, for
which Mr. Kouma will have sixty days to cure the material breach after written
notice. The agreement may be terminated at any time without cause, provided that
Mr. Kouma is paid six months' severance pay. Mr. Kouma may terminate this
agreement 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 actions, which impede him in the performance of
his duties. If Mr. Kouma terminates the agreement for cause, PetCARE TV shall,
as severance pay, pay him an amount equal to six (6) months of his compensation
then in effect. Mr. Kouma may elect to terminate this agreement at any time
without cause provided he delivers written notice of such intention to terminate
not less than one month prior to the date of such termination. If Mr. Kouma
terminates this agreement not for cause, all compensation shall cease as of the
effective date specified in such notice. Under the terms of the agreement, Mr.
Kouma will receive an annual salary of $72,000, payable in semi-monthly
installments of $3,000. Any salary increases will be at the discretion of the
Board. Mr. Kouma will also receive medical insurance at our expense and
reimbursement for certain business expenses. The agreement requires that Mr.
Kouma devote such time and attention to the 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.

On November 16, 2005, our subsidiary, African American Medical Network, entered
into a five-year Employment Agreement with Robert Cambridge to serve as its
President. African American Medical Network can terminate the agreement at any
time for cause, effective upon delivery of written notice to Mr. Cambridge,
except where the cause is a material breach of the agreement, for which Mr.
Cambridge will have sixty days to cure the material breach after written notice.
The agreement may be terminated at any time without cause, provided that Mr.
Cambridge is paid six months' severance pay. Mr. Cambridge may terminate this
agreement 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
African American Medical Network unreasonably changes his duties,
responsibilities, or working conditions or takes any other actions, which impede
him in the performance of his duties. If Mr. Cambridge terminates the agreement
for cause, African American Medical Network shall, as severance pay, pay him an
amount equal to six (6) months of his compensation then in effect. Mr. Cambridge
may elect to terminate this agreement at any time without cause provided he
delivers written notice of such intention to terminate not less than one month
prior to the date of such termination. If Mr. Cambridge terminates this
agreement not for cause, all compensation shall cease as of the effective date
specified in such notice. Under the terms of the agreement, Mr. Cambridge will
receive an annual salary of $72,000, payable in semi-monthly installments of
$3,000. Any salary increases will be at the


                       Read independent auditors' report.
                                      F-22
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

NOTE G - COMMITMENTS AND CONTINGENCIES (Continued)

discretion of the Board. Mr. Cambridge will also receive medical insurance at
our expense and reimbursement for certain business expenses. The agreement
requires that Mr. Cambridge devote such time and attention to the 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.

On November 16, 2005, we entered into a five-year Employment Agreement with
Donald R. Mastropietro to serve as its Sr. Vice President Finance and Chief
Financial Officer. We can terminate the agreement at any time for cause,
effective upon delivery of written notice to Mr. Mastropietro, except where the
cause is a material breach of the agreement, for which Mr. Mastropietro will
have sixty days to cure the material breach after written notice. The agreement
may be terminated at any time without cause, provided that Mr. Mastropietro is
paid six months' severance pay. Mr. Mastropietro may terminate this agreement
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 actions, which impede him in the performance of his duties. If
Mr. Mastropietro terminates the agreement for cause, the Company shall, as
severance pay, pay him an amount equal to six (6) months of his compensation
then in effect. Mr. Mastropietro may elect to terminate this agreement at any
time without cause provided he delivers written notice of such intention to
terminate not less than one month prior to the date of such termination. If Mr.
Mastropietro terminates this agreement not for cause, all compensation shall
cease as of the effective date specified in such notice. Under the terms of the
agreement, Mr. Mastropietro will receive an annual salary of $128,000, payable
in semi-monthly installments of $5,350. Any salary increases will be at the
discretion of the Board. Mr. Mastropietro will also receive medical insurance at
our expense and reimbursement for certain business expenses. The agreement
requires that Mr. Mastropietro devote such time and attention to the 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. On November 29,
2005, the Company and Mr. Mastropietro entered into a First Amendment to the
Employment Agreement of Donald R. Mastropietro. The amendment indicates 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.

On November 16, 2005, we entered into an Employment Agreement with Charles V.
Richardson to serve as Vice President of Marketing and Chief Marketing Officer.
The agreement terminates on March 31, 2009. We can terminate the agreement at
any time for cause, effective upon delivery of written notice to Mr. Richardson,
except where the cause is a material breach of the agreement, for which Mr.
Richardson will have sixty days to cure the material breach after written
notice. The agreement may be terminated at any time without cause, provided that
Mr. Richardson is paid six months' severance pay. Mr. Richardson may terminate
this agreement 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 actions, which impede him in the
performance of his duties. If Mr.


                       Read independent auditors' report.
                                      F-23
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

NOTE G - COMMITMENTS AND CONTINGENCIES (Continued)

Richardson terminates the agreement for cause, the Company shall, as severance
pay, pay him an amount equal to six (6) months of his compensation then in
effect. Mr. Richardson may elect to terminate this agreement at any time without
cause provided he delivers written notice of such intention to terminate not
less than one month prior to the date of such termination. If Mr. Richardson
terminates this agreement not for cause, all compensation shall cease as of the
effective date specified in such notice. Under the terms of the agreement, Mr.
Richardson will receive an annual salary of $150,000, payable in semi-monthly
installments of $6,250. Any salary increases will be at the discretion of the
Board. Mr. Richardson will also receive medical insurance at our expense and
reimbursement for certain business expenses. The agreement requires that Mr.
Richardson devote such time and attention to the 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.

On November 16, 2005, we entered into a five-year Employment Agreement with
Teresa J. Bray to serve as its Vice President Administration/Compliance. We can
terminate the agreement at any time for cause, effective upon delivery of
written notice to Ms. Bray, except where the cause is a material breach of the
agreement, for which Ms. Bray will have sixty days to cure the material breach
after written notice. The agreement may be terminated at any time without cause,
provided that Ms. Bray is paid six months' severance pay. Ms. Bray may terminate
this agreement 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 actions, which impede her in the
performance of her duties. If Ms. Bray terminates the agreement for cause, the
Company shall, as severance pay, pay her an amount equal to six (6) months of
her compensation then in effect. Ms. Bray may elect to terminate this agreement
at any time without cause provided she delivers written notice of such intention
to terminate not less than one month prior to the date of such termination. If
Ms. Bray terminates this agreement not for cause, all compensation shall cease
as of the effective date specified in such notice. Under the terms of the
agreement, Ms. Bray will receive an annual salary of $128,000, payable in
semi-monthly installments of $4,933. Any salary increases will be at the
discretion of the Board. Ms. Bray will also receive medical insurance at our
expense and reimbursement for certain business expenses. The agreement requires
that Ms. Bray devote such time and attention to the business and affairs as is
reasonably necessary to carry out her duties, provided, however, that she must
devote no less than forty hours per week. On November 29, 2005, the Company and
Ms. Bray entered into a First Amendment to the Employment Agreement of Teresa J.
Bray. The amendment indicates 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.

NOTE H - SUBSEQUENT EVENTS

On January 1, 2006, the Company entered into a one-year Consulting Agreement
with Saddle Ranch Productions, Inc. ("Saddle Ranch"), a Florida corporation,
wherein Saddle Ranch will provide consulting services; specifically relating to:
(i) all areas of video production, editing, and mastering; (ii) all areas of


                       Read independent auditors' report.
                                      F-24
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

NOTE H - SUBSEQUENT EVENTS (Continued)

marketing, specifically related to geographic expansion of the networks and
subscriber base; and (iii) all areas of advertising sales, including but not
limited to the employment of regional sales directors for the express purpose of
soliciting and obtaining advertising contracts and/or insertion order for the
Company's networks with concentration on providing product adjacencies and/or
exclusivity for multi-network purchases. The Company will pay Saddle Ranch an
aggregate of $19,000 per month for the consulting services.

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 Welcome
Home Your New Friend DVDs) 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 January 27, 2006, the Company and an investor, Capital Smart, LLC (the
"Investor") entered into a Note Purchase Agreement pursuant to which the
Investor agreed to loan the Company an aggregate of $1,000,000 ($250,000 on
February 15, 2006 and $750,000 on March 31, 2006). The Note Purchase Agreement
provides that the Company will issue a convertible promissory note in the
original aggregate face amount of $1,000,000 (the "Note") and warrants to
purchase 2,500,000 shares of the Company's common stock (625,000 on February 15,
2006 and 1,875,000 on March 31, 2006) (the "Warrants") to the Investor. The
Warrants will have a term of five (5) years with an exercise price of $0.75 per
share (the "Exercise Price"). The Investor cannot exercise the Warrants if such
exercise would cause the Investor's overall ownership of the Company's common
stock to exceed 4.99% of the then issued and outstanding shares of common stock
of the Company

Pursuant to the Note Purchase Agreement, the Company will issue the Note on
February 15, 2006. The Note will mature twelve months from the date of issuance
(the "Maturity Date") and will accrue interest at a rate of 20% (compounded
semi-annually). 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, at the option of the Investor. The first interest payment
is due March 31, 2006. The Company's Series C Zero Coupon Preferred Stock is
convertible into shares of the Company's common stock on the Maturity Date at a
price equal to a 10% discount to market based on the average closing price of
the Company's common stock for the twenty (20) days immediately preceding the
conversion. The terms of the Note Purchase Agreement also provide that the
Company, at its earliest opportunity, and in any event not more than 120 days
from the date of the transaction, will register all of the Investor's underlying
equity positions in the Company pursuant to a registration statement filed with
the SEC. The Company agreed to keep the registration statement effective for a
period of 3 years, subject to customary carve-outs.

On the Maturity Date, the Investor will have the option to convert the Note into
shares of the Company's common stock at a fixed conversion price of $0.40 per
share. However, the Note shall not be convertible if such conversion would cause
the Investor's ownership of the Company's common stock to exceed 4.99% of the
then issued and outstanding shares of common stock of the Company; provided,
however, the Investor may provide the Company with sixty-one (61) days notice
(the "Waiver Notice") that the


                       Read independent auditors' report.
                                      F-25
<PAGE>

                         MEDICAL MEDIA TELEVISION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

NOTE H - SUBSEQUENT EVENTS (Continued)

Investor would like to waive this restriction with regard to any or all of the
shares of common stock issuable upon exercise of this conversion feature of the
Note. If the Investor provides such notice, this restriction will be of no force
or effect with regard to all or a portion of the Note referenced in the Waiver
Notice. This provision also shall be of no further force or effect during the
sixty-one (61) days immediately preceding the Maturity Date. With the consent of
both the Company and the Investor, the Note may be extended for an additional 12
months, with the terms of the interest payments remaining the same.


                       Read independent auditors' report.
                                      F-26

<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
PetCARE Television Network, Inc.
Tampa, Florida

We have audited the accompanying balance sheet of PetCARE Television Network,
Inc. (a Development Stage Company), as of December 31, 2004 and 2003, and the
related statements of operations, cash flows and stockholders' (deficit) for
years then ended. 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 audit.

We conducted our audit in accordance with auditing 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
audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly in all
material respects, the financial position of PetCARE Television Network, Inc. at
December 31, 2004 and 2003 and the results of its operations and its cash flows
for the period then ended in conformity with accounting principles generally
accepted in the United States of America.

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.


/s/ Baumann, Raymondo & Company PA
BAUMANN, RAYMONDO & COMPANY PA
Tampa, Florida
February 17, 2005


                                      F-27
<PAGE>

                        PETCARE TELEVISION NETWORK, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                DECEMBER 31, 2004

                                     ASSETS

<TABLE>
<CAPTION>
Current assets:
<S>                                                                             <C>
     Cash                                                                       $     18,793
     Accounts receivable-trade, net of reserve for bad debt of $10,000                 9,470
     Prepaid expenses                                                                 77,374
     Other receivables                                                                   871
                                                                                ------------
          Total current assets                                                       106,508

Fixed assets:
     Computer equipment, net of accumulated depreciation of $4,924                    11,537

Other assets:
     Security deposits                                                                 7,596
                                                                                ------------

          Total assets                                                          $    125,641
                                                                                ============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
     Accounts payable                                                           $     57,851
     Accrued expenses and other current liabilities                                  376,992
     Deferred revenue                                                                 12,068
     Note payable                                                                  2,000,000
     Notes payable to stockholders                                                   127,500
                                                                                ------------
          Total current liabilities                                                2,574,411
                                                                                ------------

Long-term liabilities
     Notes payable                                                                 1,375,000
     Note payable to stockholder                                                      50,000
     Deferred revenue-long-term                                                       20,004
                                                                                ------------
          Total long-term liabilities                                              1,445,004
                                                                                ------------

          Total liabilities                                                        4,019,415
                                                                                ------------

     Stockholders' deficit:
        Preferred stock - no par value; 10,000,000 shares authorized; Common
        stock - par value $.0005; 50,000,000 shares authorized;
          13,091,685 shares issued and outstanding                                     6,546
        Additional paid-in capital                                                   671,668
        Accumulated deficit during development stage                              (4,571,988)
                                                                                ------------
           Total stockholders' deficit                                            (3,893,774)
                                                                                ------------

           Total liabilities and stockholders' deficit                          $    125,641
                                                                                ============
</TABLE>


                       See Notes to Financial Statements.


                                      F-28
<PAGE>

                        PETCARE TELEVISION NETWORK, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
              FROM INCEPTION (OCTOBER 2, 1989) to DECEMBER 31, 2004

<TABLE>
<CAPTION>
                                                                                    From
                                                                                Inception to
                                                      December 31,              December 31,
                                                  2004             2003             2004
                                              ------------     ------------     ------------
<S>                                           <C>              <C>              <C>
Revenues                                      $     63,637     $      6,381     $     75,768

Cost of revenues                                     7,524               --            9,162
                                              ------------     ------------     ------------

Gross profit                                        56,113            6,381           66,606
                                              ------------     ------------     ------------

Operating expenses:
     DVD production costs                          209,213          115,410          377,980
     General and administration                  1,079,148          865,060        2,390,186
     Sales and marketing                           501,447          608,910        1,170,701
     Depreciation and amortization                   3,637          140,022          149,481
                                              ------------     ------------     ------------
          Total operating expense                1,793,445        1,729,402        4,088,348
                                              ------------     ------------     ------------

Operating loss                                  (1,737,332)      (1,723,021)      (4,021,742)
                                              ------------     ------------     ------------

Other income and (expense)
     Interest expense                             (452,424)        (103,688)        (557,064)
     Interest income                                 1,507               --            1,507
     Other income                                       46            1,396            1,486
     Gain on sale of subsidiary                         --               --            2,421
                                              ------------     ------------     ------------
          Total other income (expense)            (450,871)        (102,292)        (551,650)
                                              ------------     ------------     ------------

Loss before extraordinary items                 (2,188,203)      (1,825,313)      (4,573,392)

     Gain on extinguishment of debt                     --               --            1,404
                                              ------------     ------------     ------------

Loss before taxes                               (2,188,203)      (1,825,313)      (4,571,988)

     Provision for income taxes                         --               --               --
                                              ------------     ------------     ------------

Net loss                                      $ (2,188,203)    $ (1,825,313)    $ (4,571,988)
                                              ============     ============     ============

Net loss per share, basic and diluted         ($      0.17)    ($      0.15)    ($      0.90)
                                              ============     ============     ============

Weighted average shares, basic and diluted      12,672,580       11,815,726        5,102,469
                                              ============     ============     ============
</TABLE>


                       See Notes to Financial Statements.


                                      F-29
<PAGE>

                        PETCARE TELEVISION NETWORK, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                       STATEMENTS OF STOCKHOLDERS' EQUITY
     FOR PERIOD FROM INCEPTION (OCTOBER 2, 1989) THROUGH SEPTEMBER 30, 2004

<TABLE>
<CAPTION>
                                                                                         Additional
                                                 Preferred Stock         Coommon Stock     Paid-in     Subscription
                                               Shares        Amount         Shares         Capital      Receivable
                                            -----------    -----------    -----------    -----------   -----------
<S>                                         <C>            <C>            <C>            <C>            <C>
Issuance of $0.01 par value common
  shares to an individual for a note                 --    $        --          1,000    $     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                        --             --      1,999,000           (900)            --
                                            -----------    -----------    -----------    -----------    -----------

Balance, December 31, 1996                           --             --      2,000,000          1,000           (115)

Repurchase of shares                                 --             --             --             --             --
Issuance of common stock                             --             --      2,476,000          3,762         (5,000)
                                            -----------    -----------    -----------    -----------    -----------

Balance, December 31, 1997                           --             --      4,476,000          4,762         (5,115)

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

Balance, December 31, 1998                           --             --      4,476,000          4,762         (5,115)
                                            -----------    -----------    -----------    -----------    -----------

Balance, December 31, 1999                           --             --      4,476,000          4,762         (5,115)

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

Balance, December 31, 2000                           --             --      5,501,000          4,762         (5,115)

Shares issued in connection
  with merger with Savage Mojo, Inc.                 --             --      8,000,000             --             --
Shares issued for services                           --             --         10,000            995             --
Contributed capital                                  --             --             --          5,672             --
Net loss                                             --             --             --             --             --
                                            -----------    -----------    -----------    -----------    -----------

Balance, December 31, 2001                           --             --     13,511,000         11,429         (5,115)

Series A shares sold in private placement        47,750         95,500             --             --             --
Retire treasury stock                                --             --     (1,725,000)        (4,137)            --
Shares issued as premium for notes                   --             --      2,939,553             --             --
Shares issued for Cohen employment
  agreement                                          --             --        748,447         74,471             --
Cancellation of outstanding stock
  returned by M. Klimes                              --             --     (4,000,000)            --             --
Shares issued for services                           --             --        312,000         31,044             --
Payment of subscription receivable                   --             --             --             --          5,000
Write off of subscription receivable                                                                            115
Net loss                                             --             --             --             --             --
                                            -----------    -----------    -----------    -----------    -----------

Balance, December 31, 2002                       47,750         95,500     11,786,000        112,807             --

Shares issued for services                           --             --         50,000          4,975             --
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        117,782             --

Conversion of Series A to common               (101,250)      (202,500)       525,959        202,237             --
Cancellation and refund of Series B              (1,000)        (2,000)
Shares issued for services                           --             --        372,583        101,828             --
Shares issued for debt                               --             --        357,143        249,821             --
Net loss                                             --             --             --             --             --
                                            -----------    -----------    -----------    -----------    -----------

Balance, December 31, 2004                           --    $        --     13,091,685    $   671,668    $        --
                                            ===========    ===========    ===========    ===========    ===========

<CAPTION>
                                            Accumulated
                                          Deficit during
                                            Development         Treasury Stock
                                               Stage         Shares         Amount          Total
                                            -----------    -----------    -----------    -----------
<S>                                         <C>            <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)            --             --         (2,867)
                                            -----------    -----------    -----------    -----------

Balance, December 31, 1998                       (2,867)    (1,725,000)        (5,000)        (5,982)
                                            -----------    -----------    -----------    -----------

Balance, December 31, 1999                       (2,867)    (1,725,000)        (5,000)        (5,982)

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

Balance, December 31, 2000                       (2,433)    (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)            --             --        (57,151)
                                            -----------    -----------    -----------    -----------

Balance, December 31, 2001                      (59,584)    (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)            --             --       (498,888)
                                            -----------    -----------    -----------    -----------

Balance, December 31, 2002                     (558,472)            --             --       (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)            --             --     (1,825,313)
                                            -----------    -----------    -----------    -----------

Balance, December 31, 2003                   (2,383,785)            --             --     (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)            --             --     (2,188,203)
                                            -----------    -----------    -----------    -----------

Balance, December 31, 2004                  $(4,571,988)            --    $        --    $(3,893,774)
                                            ===========    ===========    ===========    ===========
</TABLE>


                       See Notes to Financial Statements.


                                      F-30
<PAGE>

                        PETCARE TELEVISION NETWORK, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
              FROM INCEPTION (OCTOBER 2, 1989) to DECEMBER 31, 2004

<TABLE>
<CAPTION>
                                                                                                      From
                                                                                                  Inception to
                                                                          December 31,            December 31,
                                                                      2004            2003            2004
                                                                  ------------    ------------    ------------
CASH FLOWS FROM OPERATING ACTIVITES
<S>                                                               <C>             <C>             <C>
  Net loss                                                        $ (2,188,203)   $ (1,825,313)   $ (4,571,988)
     Adjustments to reconcile net loss to net cash flows from operating
        activities:
          Depreciation and amortization expense                          3,637           1,287          12,555
          Gain on sale of subsidiary                                        --              --          (2,421)
          Gain on extinguishment of debt                                    --              --          (1,404)
          Compensation expense - stock for services                         --              --         106,045
          Bad debt expense                                              10,000              --          10,115
          Changes in assets and liabilities:
             Accounts receivable                                       (19,470)             --         (19,470)
             Prepaid expenses                                          (45,525)        (31,857)        (77,511)
             Other receivables                                            (734)                           (734)
             Security deposits                                              --          (7,596)         (7,596)
             Bank overdraft                                             (8,203)          8,203              --
             Accounts payable                                          (43,003)         49,614          57,851
             Accrued expenses and other current liabilities             50,621         268,941         417,493
                                                                  ------------    ------------    ------------

Net cash flows (used) in operating activities                       (2,240,880)     (1,536,721)     (4,077,065)
                                                                  ------------    ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of equipment                                                (11,841)         (4,619)        (16,961)
                                                                  ------------    ------------    ------------

Net cash flows (used) in investing activities                          (11,841)         (4,619)        (16,961)
                                                                  ------------    ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Common stock issued                                                       --           5,000          14,185
  Common stock issued for debt                                         250,000              --         250,000
  Common stock issued for services                                     102,014              --         102,014
  Common stock subscriptions (issued) paid                                  --              --            (115)
  Preferred stock issued (redeemed)                                     (2,000)        109,000         202,500
  Proceeds from notes payable                                               --       1,375,000       1,375,000
  Proceeds from loans from stockholders-net                          1,921,500          51,235       2,169,235
                                                                  ------------    ------------    ------------

Net cash flows provided by financing activities                      2,271,514       1,540,235       4,112,819
                                                                  ------------    ------------    ------------

Decrease in cash                                                        18,793          (1,105)         18,793
Cash, beginning of period                                                   --           1,105              --
                                                                  ------------    ------------    ------------
Cash, end of period                                               $     18,793    $         --    $     18,793
                                                                  ============    ============    ============

             SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid for interest                                            $      2,803    $      2,713    $      5,516
                                                                  ============    ============    ============
</TABLE>


                       See Notes to Financial Statements.


                                      F-31
<PAGE>

                        PETCARE TELEVISION NETWORK, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2004


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

PetCARE Television Network, Inc. ("PetCARE") was organized as a Florida
corporation on October 2, 1989. PetCARE is a development stage company, and as
such have devoted its efforts since inception to developing and implementing its
business plan, which includes but is not limited to establishing a subscriber
network of approximately 3,000 veterinary clinics and hospitals, writing and
producing its monthly DVD magazines, making contacts with potential advertisers,
obtaining debt and equity financing, establishing our accounting systems, and
other administrative functions. PetCARE's primary goal is to provide educational
programming focused on optimal healthcare for animal companions and is targeted
to pet owners worldwide. Its programming is obtained through an annual or
three-year subscription, with a TV/DVD system included in the three-year plan.
Its updated DVD magazines are shipped monthly to all veterinarian subscribers.
Commercial advertisers fund the programming included on the DVD magazines.

Basis of Accounting

PetCARE 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.

Cash and Cash Equivalents

For purposes of the Statements of Cash Flows, PetCARE 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

PetCARE elected December 31 as its fiscal year.

Income Taxes

PetCARE 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.

Since its inception, PetCARE has an accumulated loss of $4,571,988 for income
tax purposes, which can be used to offset future taxable income through 2024.
The potential tax benefit of this loss is as follows:

      Future tax benefit                                     $  1,371,596
      Valuation allowance                                      (1,371,596)
                                                             ------------

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

As of December 31, 2004, no deferred taxes were recorded in the accompanying
financial statements.


                       Read independent auditors' report.


                                      F-32
<PAGE>

                        PETCARE TELEVISION NETWORK, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2004


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Advertising Costs

PetCARE expenses the production costs of advertising the first time the
advertising takes place.

Fixed Assets

PetCARE's fixed assets consist of computer equipment (depreciation over 3 years)
and leasehold improvements depreciated over the remaining life of its current
lease (50 months).

NOTE B - MERGERS AND ACQUISITIONS

PetCARE was originally incorporated on October 2, 1989 as Transition Lifestyle
Consultants, Inc. ("Transition"), which remained inactive until 1997. Transition
changed its name to Southeast Tire Recycling Acquisition, Inc. ("Southeast") in
early 1997 in anticipation of a potential merger that never materialized.

In April 2000, Southeast issued 1,025,000 shares of its $0.0005 par value common
stock in exchange for 100% of the common stock of Y2K Recordings, Inc., ("Old
Y2K") and its wholly owned subsidiary, Dimensia Recordings, Inc. ("Dimensia").
Both companies had remained inactive since their inception. The transaction was
recorded as a purchase. The value assigned to the common stock issued by
Southeast was the book value of Old Y2K. Immediately after the merger, Old Y2K
was dissolved, and Southeast changed its name to Y2K Recordings, Inc. ("New
Y2K"). As a result of the merger, Dimensia became a wholly owned subsidiary of
New Y2K.

In June 2001, New Y2K entered into a Merger and Reorganization Agreement with
Savage Mojo, Inc. ("Old Savage"). New Y2K acquired 100% of the issued and
outstanding common stock of Old Savage in exchange for 8,000,000 shares of New
Y2K's common stock, valued at $4,000. Old Savage had the exclusive license to
market and distribute a computer video game entitled "Suzerain". This
intellectual property was transferred to New Y2K in connection with the merger.
Immediately after the merger, Old Savage was dissolved, and New Y2K changed its
name from Y2K Recordings, Inc. to Savage Mojo, Inc. ("New Savage").

On June 12, 2002 New Savage changed its name to PetCARE Television Network, Inc.
and launched a new Business Plan related to the veterinary industry.


                       Read independent auditors' report.


                                      F-33
<PAGE>

                        PETCARE TELEVISION NETWORK, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2004


NOTE C - COMMON AND PREFERRED STOCK

Start of trading on the OTC Bulletin Board

On February 2, 2004, PetCARE'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.

Common stock

In December 1997, PetCARE, then know as Southeast, sold 2,476,000 shares of its
common stock to an unrelated individual in exchange for a stock subscription in
the amount of $5,000. This subscription was paid in November 2002.

In May and June 2002 PetCARE, then know as New Savage, issued non-interest
bearing promissory notes totaling $136,000 to four (4) individuals, along with
2,939,553 shares of common stock as an incentive for the value received. The
incentive was accounted for as a discount at par value. The notes are to be
repaid upon receipt of funds from private placement offerings. There are no
stated due dates on the notes. If the private placement offerings are
unsuccessful or do not take place, an extraordinary gain from extinguishment of
debt will occur. The entire amount of the discount had been amortized in 2004
and as of December 31, 2005 $8,500 of the note to one of the individuals had
been repaid.

In June 2002 PetCARE, then known as New Savage, approved the issuance of 748,447
shares of common stock to PetCARE's President, Philip M. Cohen in lieu of salary
from July 1, 2001 through June 1, 2002 (for accounting purposes, the shares were
treated as having been issued on June 5, 2002, PetCARE's transfer agent actually
issued the shares on July 15, 2002); discontinued all its current operations
when a shareholder returned 4,000,000 shares of common stock in exchange for the
return of the exclusive license to "Suzerain" (all rights to the intellectual
property known as "Suzerain" were transferred to the shareholder and the
4,000,000 of common stock were cancelled and returned to New Savage's authorized
but unissued shares); and for services totaling $31,200, issued 312,000 shares
of common stock to six (6) businesses and individuals for consulting services
rendered (for accounting purposes, the shares were treated as having been issued
on June 10, 2002, PetCARE's transfer agent actually issued the shares on July
15, 2002).

In May 2003, PetCARE issued 5,000 shares of common stock to each member of its
Veterinary Advisory Board in their advisory capacities (50,000 shares in total).

In February 2004, PetCARE entered into a Note Purchase Agreement and
Subordinated Convertible Promissory Note (the "February Note") with Victus
Capital, LP, a Delaware limited partnership ("Victus"). Under the terms of the
February Note, Victus loaned PetCARE $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 February Note was delivered to an escrow agent to hold
for the purposes of making quarterly interest payments to Victus. Prior to the
maturity date of the February Note, Victus has the option to convert the
principal and any outstanding interest into shares of a future private offering,
or into shares of our Common Stock at a price of $.375 per share. Upon
acceleration or conversion of the February Note, any unpaid balance in the
escrow account will be returned to Victus. In May 2004, PetCARE issued 357,143
shares of its Common Stock at $.70 per share and 714,286 Common Stock Purchase
Warrants in lieu of $250,000 in interest due the February. Accordingly, the
$250,000 being


                       Read independent auditors' report.


                                      F-34
<PAGE>

                        PETCARE TELEVISION NETWORK, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2004


NOTE C - COMMON AND PREFERRED STOCK (CONTINUED)

Common stock (Continued)

held in escrow was released to the Company in exchange for the shares and
warrants. Each warrant is exercisable into the Company's Common Stock at $1.00
per share.

The warrants are exercisable at any time for five years from the date of
issuance. The February Note, shares and warrants were issued under the exemption
from registration provided in Section 4(2) of the Act.

In April 2004, PetCARE issued 67,583 shares of Common Stock to two vendors in
exchange for debt recorded as accounts payable on the accompanying financial
statements. The shares of Common Stock were issued under the exemption from
registration provided in Section 4(2) of the Act.

In May 2004, PetCARE issued 533,333 warrants to purchase its Common Stock in
accordance with the Placement Agent Fee agreement entered into with H.C.
Wainwright, Inc. dated February 2004. The warrants became due as a result of the
funds raised in conjunction with the Victus Note discussed above. The warrants
were issued under the exemption from registration provided in Section 4(2) of
the Act.

In June 2004, the Company issued 250,000 shares of Common Stock to a vendor in
exchange for debt. The shares of Common Stock were issued under the exemption
from registration provided in Section 4(2) of the Act

During the three months ended June 30 2004, the Company issued 55,000 shares of
Common Stock to members of its Veterinary Advisory Board.

On July 28, 2004, we entered into a seven-month financial consulting agreement
with TotalCFO, Inc. ("TotalCFO"). In connection with the consulting agreement,
we agreed to issue 300,000 warrants to purchase our tock (the "TotalCFO
Warrants") in exchange for the services to be rendered. We issued the TotalCFO
Warrants in September 2004. The warrants were issued under the exemption from
registration provided in Section 4(2) of the Securities Act.

Preferred stock

Series A

In July 2002, the Board of Directors of PetCARE adopted a resolution providing
for the creation of PetCARE's Certificate of Designation, Preferences, Rights
and Limitations for its Series A Convertible Preferred Stock ("Series A Stock").
As a result of this resolution, PetCARE has 1,500,000 no par value preferred
shares authorized. These shares have an automatic conversion into PetCARE's
common stock ten days after PetCARE's common stock begins to be quoted on the
"Pink Sheet Exchange". The conversion rate used is determined by dividing the
price per share of the preferred stock ($2.00) by 50% of the average closing
price as reported by the Pink Sheet Exchange for the five trading days preceding
the date of the conversion, or $2.00, whichever is less. The holders of
preferred shares will not be entitled to dividends; however, the Board of
Directors had the ability to declare dividends at a later date. In August 2002,
PetCARE offered 1,500,000 of its Series A Preferred Stock in a private placement
for $2.00 per share. As of December 31, 2003, 101,250 shares were sold for
$202,500. Based on the conversion formula


                       Read independent auditors' report.


                                      F-35
<PAGE>

                        PETCARE TELEVISION NETWORK, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2004


NOTE C - COMMON AND PREFERRED STOCK (CONTINUED)

contained in the Certificate of Designation, the 101,250 shares of Series A
Stock converted into an aggregate of 525,959 shares of the Company's common
stock on February 25, 2004. As a result of the foregoing, the Company amended
the Certificate of Designation relating to the Series A Stock to reduce the
number of authorized Series A Stock to 101,250 and immediately cancelled those
shares, and the balance of 1,398,750 shares of Series A Stock were returned to
the status of authorized but unissued and undesignated shares of Preferred
Stock.

Series B

In October 2003, the Board of Directors of PetCARE adopted a resolution
providing for the creation of PetCARE's Certificate of Designation, Preferences,
Rights and Limitations for its Series B Convertible Preferred Stock ("Series B
Preferred Stock"). As a result of this resolution, PetCARE had 1,000,000 no par
value preferred shares authorized. In November 2003, PetCARE offered 1,000,000
shares of its Series B Preferred Stock in a private placement of units
consisting of one share of Series B Preferred Stock and one warrant to purchase
Common Stock of the Company (the "Warrants") for $2.00 per unit. After only
selling 1,000 units for the purchase price of $2,000, the Company decided to
discontinue the offering and amend the Certificate of Designation. In May 2004,
the Company refunded the $2,000 paid by the sole shareholder of Series B
Preferred Stock, and cancelled the issued Series B Preferred Stock and Warrants.
The offering is claimed to be exempt under Section 4(2) of the Securities Act of
1933.

In May 2004, the Board of Directors of PetCARE adopted a resolution providing
for the amendment of PetCARE's Certificate of Designation, Preferences, Rights
and Limitations for its Series B Preferred Stock. As a result of this
resolution, PetCARE TV has 1,500,000 no par value preferred shares authorized.
These shares are convertible into shares of the Company's Common Stock at any
time commencing one (1) year from the date of issuance. Each share of Series B
Preferred Stock converts into shares of the Company's Common Stock at the
variable conversion price equal to 70% of the average closing price as reported
by Bloomberg L.P. for the 20 trading days preceding the date of conversion.
However, in no event shall the conversion price be less than $0.50 per share,
nor greater than $1.50 per share. The holders of the Series B Preferred Stock
will be entitled to dividends of 8% per annum, payable in one payment upon
conversion of the Series B Preferred Stock. In June 2004, PetCARE offered
1,500,000 of its Series B Preferred Stock in a private placement of units
consisting of one share of Series B Preferred Stock and one warrant to purchase
Common Stock of the Company for $1.00 per unit. At the time of this filing, no
units have been sold. The offering is claimed to be exempt under Section 4(2) of
the Securities Act of 1933.

Treasury stock

Treasury stock is shown at cost, and in 2001 consists of 1,725,000 shares of
common stock. On December 31, 1997, Southeast's initial shareholder agreed to
sell to Southeast 1,725,000 shares of the common stock in exchange for a
non-interest bearing demand note payable in the amount of $5,000. This note was
repaid during 2002, and the shares were cancelled and returned to the Company's
authorized but unissued shares.


                       Read independent auditors' report.


                                      F-36
<PAGE>

                        PETCARE TELEVISION NETWORK, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2004


NOTE C - COMMON AND PREFERRED STOCK (CONTINUED)

Stock Options

PetCARE has an equity incentive plan available to key employees and consultants
of the Company. Under the plan, PetCARE may grant options for up to two million
shares of common stock. The exercise price of each incentive option is equal to
the greater of the fair market value of PetCARE's stock on the date of 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. 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 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. To date, PetCARE has granted 159,000 nonqualified options under
the plan.

NOTE E - RELATED PARTY TRANSACTIONS

In May and June 2002, PetCARE issued non-interest bearing promissory notes as
follows:

      o     James Calaway, a current director, for a loan from him of $100,000
            ($91,500 currently outstanding)

      o     Daniel Hugo, a former officer and director, for a loan from him of
            $25,000

      o     Robert and Janna Hugo for a loan from them of $6,000

      o     Robert and Jamie Turner for a loan from them of $5,000

The repayment of these notes is contingent upon the receipt of funds received
under 506 private placements, with periodic payments to be made to the holders
as follows: 10% due after the first $300,000 is received; 10% due after the next
$100,000 is received; 10% due after the next $100,000 is received, 35% due after
the next $100,000 is received; and the remaining 35% due after the next $100,000
is received. As of December 31, 2004, the aggregate principal balance on these
notes is $127,500.

In March, May, June, and July 2003 PetCARE entered into note purchase and
security agreements (the "Edge Notes") with Pet Edge, LLC, a Connecticut limited
liability company ("Edge"). Edge was organized for the sole purpose of funding
our business plan. Under the terms of the Edge Notes, Edge loaned us $1,000,000,
$50,000, $50,000, and $275,000 respectively with simple interest at the rate of
ten percent per annum. All principal and accrued interest on the Edge Notes is
due March 9, 2006, May 27, 2006, June 5, 2006, and June 30, 2006 respectively.
The notes may not be prepaid in whole or in part without the written consent of
the Edge. To secure our obligations under the notes, we granted Edge a first
priority security interest on all of our assets, now owned and acquired during
the term of the Edge Notes. The principal and interest on the Edge Notes is
convertible into shares of our common stock at $.246 per share. In November
2003, PetCARE entered into an agreement with Edge to amend the terms of
conversion of the Edge Notes. Under the terms of the proposed agreement the
conversion price on the respective notes totaling $1,375,000 shall provide that
if shares, in segments of not less than $250,000, are converted before one year
from the date of the proposed agreement, the conversion price will be $0.214 per
share, and if converted after one year from the date of the proposed agreement
and before two years from the date of the proposed agreement, the conversion
price will be $0.23 per share.


                       Read independent auditors' report.


                                      F-37
<PAGE>

                        PETCARE TELEVISION NETWORK, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2004


NOTE E - RELATED PARTY TRANSACTIONS (CONTINUED)

In June 2003, PetCARE entered into a note purchase agreement with one of its
directors, Dr. Mark Maltzer (the "Maltzer Note"). Under the terms of the Maltzer
Note, Dr. Maltzer agreed to loan PetCARE $50,000 with simple interest at a rate
of ten percent per annum. All principal and accrued interest is due June 9,
2006. The principal and interest on the Maltzer Note is convertible into shares
of its common stock at $.246 per share.

In October 2003, PetCARE issued unsecured promissory notes to Mr. Calaway and
Dr. Maltzer, members of its board of directors, for a loan from each in the
amount of $25,000 (collectively, the "Calaway/Maltzer Notes"). The
Calaway/Maltzer Notes bear interest at the rate of 10% per annum. All principal
and interest was paid in February 2004.

In July 2004, PetCARE and Victus entered into a Note Purchase Agreement ("NPA"),
Subordinated Convertible Promissory Note ("July Note"), and Warrant to Purchase
Shares of Common Stock (the "Warrant"). On July 28, 2004, pursuant to the terms
of the NPA and the July Note, Victus loaned to PetCARE $1,000,000, at an annual
rate of interest of twenty percent (20%) compounded semi-annually. The July Note
has a term of twelve months, however with the consent of both parties, the term
of the July Note can be extended for an additional 12 months. For the first
year, PetCARE shall have the right to pay interest on the July Note with
registered, freely transferable common stock of PetCARE, valued at a ten percent
(10%) discount to the market. On the date of maturity of the July Note, the July
Note is convertible, at the option of the holder, into shares of PetCARE's
common stock at a price of $.40 per share. Pursuant to the terms of the Warrant,
Victus may purchase up to 2,500,000 shares of common stock of PetCARE at an
exercise price of $0.75 per share. The Warrant expires on July 26, 2009. The
July Note may not be converted and the Warrant may not be exercised to the
extent that Victus' overall ownership of the common stock of PetCARE will exceed
4.99%, unless such limitation is waived by Victus upon no less than sixty-one
days (61) advance written notice.

At December 31, 2004, PetCARE 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 until PetCARE has received an
aggregate of $2.5 million in funding.

NOTE F - NON-CASH TRANSACTIONS

In June 2002 PetCARE, then known as New Savage, issued 748,447 shares of common
stock to Philip Cohen in lieu of salary from July 1, 2001 through June 1, 2002,
for a value of $74,845 (the difference between service value and common stock
value was credited to the paid-in-capital account), returned the intellectual
property received during the merger with Old Savage in exchange for the return
of 4,000,000 shares of its common stock, and issued 312,000 common shares to
various individuals for consulting services rendered for a value of $31,200.

In May 2003, PetCARE issued 5,000 shares of common stock to each member of its
Veterinary Advisory Board in their advisory capacities (50,000 shares in total).

In April 2004, PetCARE issued 67,583 shares of Common Stock to two vendors in
exchange for debt recorded as accounts payable on the accompanying financial
statements.

                       Read independent auditors' report.


                                      F-38
<PAGE>

                        PETCARE TELEVISION NETWORK, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2004


NOTE F - NON-CASH TRANSACTIONS (CONTINUED)

In May 2004, PetCARE issued 533,333 warrants to purchase its Common Stock in
accordance with the Placement Agent Fee agreement entered into with H.C.
Wainwright, Inc. dated February 2004

During the three months ended June 30 2004, the PetCARE issued 55,000 shares of
Common Stock to members of its Veterinary Advisory Board.

NOTE G - COMMITMENTS AND CONTINGENCIES

In June 2002, PetCARE entered into an employment agreement with Mr. Cohen that
has an infinite term. This agreement automatically renews every ninety days
commencing June 5, 2002. PetCARE may terminate the agreement with cause,
effective upon delivery of written notice to Mr. Cohen, except where the cause
is a material breach of this agreement, for which Mr. Cohen has sixty days to
cure the material breach after written notice from PetCARE. PetCARE may
terminate this agreement without cause, effective sixty days after written
notice to Mr. Cohen. Mr. Cohen may terminate this agreement with cause provided
he delivers written notice to PetCARE sixty days before termination, or without
cause provided he delivers written notice one year before termination. If
PetCARE terminates the agreement without cause, or Mr. Cohen terminates the
agreement with cause, PetCARE will be obligated to pay Mr. Cohen the
compensation, remuneration and expenses specified below for a period of five
years from the date of notice. Under the terms of the agreement, Mr. Cohen will
receive an annual salary of $150,000, payable in monthly installments of
$12,500. This salary will be renegotiated at the end of each fiscal year. The
salary was not renegotiated at the end of fiscal year 2002. 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.

In August 2003, PetCARE 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 where PetCARE relocated its
corporate office. Lease expense for 2003 totaled $5,077. Under this agreement
minimum lease expense for the 12 months ended December 31, 2005 through 2007 and
the eleven months ended November 30, 2008 will be approximately $39,400,
$40,300, $41,100 and $38,500 respectively.

At December 31, 2004, PetCARE 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 until PetCARE has received an
aggregate of $2.5 million in funding.

NOTE H - SUBSEQUENT EVENTS

On March 11, 2005, PetCARE Television Network, Inc. (the "Company") and Vicis
Capital, LLC ("Vicis") entered into Series A Convertible Debentures
("Debenture"), Series A Common Stock Purchase Warrants, Series B Common Stock
Purchase Warrants, and Series C Common Stock Purchase Warrants. Pursuant to the
terms of the Debentures, Vicis loaned the Company an aggregate of $250,000, at
an annual rate of interest of fifteen percent (15%). The Debentures have a term
of 24 months and the Company has the option to pay the interest semi-annually in
cash or in shares of its registered Common Stock at a ten percent (10%) discount
to the market price based on the average of the twenty trading days prior to the
payment of the interest. On the date of maturity of the Debentures, the holder
has the option

                       Read independent auditors' report.


                                      F-39
<PAGE>

                        PETCARE TELEVISION NETWORK, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2004


NOTE H - SUBSEQUENT EVENTS (CONTINUED)

to convert into shares of the Company's Common Stock at a price of $0.10 per
share.

Pursuant to the terms of the Series A Common Stock Purchase Warrants, Vicis may
purchase up to 2,500,000 shares of common stock of the Company at an exercise
price of $0.10 per share for a ten-year period. Under the terms of the Series B
Common Stock Purchase Warrants Vicis may purchase up to 2,500,000 shares of
common stock of the Company at an exercise price of $0.11 per share for a
five-year period. Under the terms of the Series C Common Stock Purchase Warrants
Vicis may purchase up to 1,250,000 shares of common stock of the Company at an
exercise price of $.10 per share for a one-year period. The Debentures and
Series A, B, and C Common Stock Purchase Warrants may not be converted and
exercised to the extent that Vicis' overall ownership of the Common Stock of the
Company will exceed 4.99%, unless such limitation is waived by Vicis upon no
less than sixty-one days (61) advance written notice.

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                                      F-40