UNITED STATES
                       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, 2003
                         Commission File No. 333-105840

                        PETCARE TELEVISION NETWORK, 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 by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the 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 _____

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-B is not contained  herein,  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>

      Registrant's revenues for the year ended December 31, 2003:   $6,381

      The  aggregate  market  value  of  the  Company's  Common  Stock  held  by
non-affiliates  of  the  Registrant  as of  March  23,  2004  was  approximately
$7,336,693  based upon the closing sales price of the Company's  Common Stock of
$1.70 on March 23, 2004.(1)

                   APPLICABLE ONLY TO CORPORATE REGISTRANTS:

      The  number  of shares  outstanding  of the  Registrant's  class of Common
Stock, par value $.0005 per share, as of March 23, 2004, was 12,361,959.



                      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  10-KSB,  the terms  "we," "us,"  "our,"
"PetCARE" and "our company" refer to PetCARE Television Network, Inc., a Florida
corporation.


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  subscribers and advertisers;  and (iii)
other  economic and  competitive  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

We were  originally  incorporated  in Florida  on October 2, 1989 as  Transition
Lifestyle Consultants,  Inc. From October 1989 to May 2000, we did not implement
our  business  plan,   had  no  operations   and  were  inactive,   although  we
unsuccessfully  attempted to implement  several business plans through merger or
acquisition.  In June 2002, we changed our name to PetCARE  Television  Network,
Inc. and initiated our current business plan.


Our  primary  goal is to  provide  educational  programming  focused  on optimal
healthcare for animal companions and targeted to pet owners worldwide. While pet
owners are seated in their  veterinarian's  reception  area,  our DVD is played,
with  an  encouraging   theme  throughout  each  segment  to  "just  ask"  their
veterinarian  about current  techniques,  products and services  available.  The
programming is funded by commercial  advertisers  that are reviewed and approved
by  our  Veterinary   Advisory  Board,  a  distinguished   group  of  veterinary
professionals  committed  to providing  quality  educational,  entertaining  and
encouraging  veterinary health programming.  Our programming is obtained through
an annual or  three-year  subscription,  with a TV/DVD  system  included  in the
three-year plan. Updated DVDs are shipped monthly to all subscribers.

Since the  commencement of the  implementation  of our current business plan, we
have devoted our activities to the following:

      o     Raising capital;

      o     Producing our programming;

      o     Securing advertisers for our programming;

      o     Securing equipment;

      o     Producing marketing materials for veterinarians and advertisers;

      o     Contracting  with  Nielsen  Media  Research  for a media  compliance
            audit;

      o     Securing veterinary office locations to show our programming;

      o     Shipping equipment and educational programming to veterinarians.

We  have  expended  approximately   $1,850,000  through  December  31,  2003  in
developing our business plan which  includes  placing  systems in  approximately
3,000  veterinary  offices,  and we completed the production,  replication,  and
delivery of five DVD  magazines.  As of December 31, 2003 we  generated  $297 of
revenue  from  subscription  sales  to  veterinarian  offices  and  $6,000  from
advertising.  Subscription sales to date total $14,157,  while advertising sales
total $16,000.

OUR EDUCATIONAL PROGRAMMING

We currently  produce a video magazine that we distribute to veterinary  offices
on a monthly basis. Each magazine is on a DVD with  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.

<PAGE>

We have completed the production  of, and shipped to our  subscribers,  five DVD
magazines.  The  first DVD  magazine  included  19  educational  segments  and 8
non-paying,   test  commercial   advertising  spots,  and  one  billboard.   The
educational  segments were Physical Exams, Pet First Aid, Initial  Vaccinations,
Flea Control,  Arthritis,  Allergies,  Aging Pets,  Obesity,  Dental Health, Ear
Problems,  Internal Parasites,  Heartworm Protection,  Pet ID's & Chip Implants,
Skin  Problems,   Glaucoma  Testing,   Traveling  with  Your  Pet,  Spay/Neuter,
Crating/House  Training,  and Vaccinations & Boosters. The advertisers for the 8
non-paid  commercial  spots were  Nestle,  Fox Home  Video,  Purina,  and Antech
Diagnostics.  Nestle,  Fox Home  Video,  and  Purina  advertised  more  than one
product.  Commercial  advertising  spots  are  produced  by the  advertiser  and
provided to us at no cost.

The second DVD magazine  included 22  educational  segments  produced by us, one
educational  segment produced by American  Veterinary Medical  Association,  and
four educational  segments  produced by the Humane Society of the United States.
The advertisers  for the 8 non-paying,  test  commercial  advertising  spots and
billboards were Bio-Med Technologies, Nestle, Fox Home Video, Purina, and Antech
Diagnostics.  The 22 educational segments produced by us included a carryover of
all of the  segments  from the first DVD magazine  with three of those  segments
being  re-shot,  and the addition of three new segments  entitled  Your New Dog,
Your New Cat, and Indoor vs. Outdoor Cat.

The third DVD  magazine  included 24  educational  segments  produced by us, two
educational  segments produced by American Veterinary Medical  Association,  and
five educational  segments  produced by the Humane Society of the United States.
The advertisers for the 15 test commercial advertising spots and billboards were
Bio-Med  Technologies,  Nestle, Fox Home Video,  Purina, and Antech Diagnostics.
The 24  educational  segments  produced by us included a carryover of all of the
segments from the second DVD magazine with two of those  segments being re-shot,
and the addition of two new segments entitled Litter Training and Pet Buddies.

The fourth DVD magazine  included 26  educational  segments  produced by us, two
educational  segments produced by American Veterinary Medical  Association,  and
six  educational  segments  produced by the Humane Society of the United States.
The advertisers for the 14 test commercial advertising spots and billboards were
Purina, Nestle, Absorption Corp., Antech Diagnostics,  Bio-Med Technologies, and
DermaPet. The 26 educational segments produced by us included a carryover of all
of the  segments  from the third DVD  magazine  with 2 of those  segments  being
re-shot,   and  the  addition  of  three  new  segments  entitled  Dog  Behavior
Problems-Chewing, Cat Behavior Problems-Scratching, and Heartworm Cat.

The fifth DVD  magazine  includes 29  educational  segments  produced by us, one
educational  segment produced by American  Veterinary Medical  Association,  and
seven educational  segments produced by the Humane Society of the United States.
The advertisers for the 21 test commercial advertising spots and billboards were
Bio-Med  Technologies,   DermaPet,  Antech  Diagnostics,   Purina,  Fleabusters,
Advantage (Bayer),  and Absorption Corp. The 29 educational segments produced by
us included a carryover of all of the segments from the fourth DVD magazine with
5 segments  being  re-shot,  and the addition of 2 new segments  entitled  Avian
Behavior and Pet Grooming.

We produce all of our educational  programming segments.  The first DVD magazine
was completed at an approximate cost of $51,000.  The programming  costs for the
next four DVD magazines averaged  approximately  $36,000 each. We anticipate the
programming  costs for future DVD  magazines to be  approximately  $24,000 each.
Currently,  the cost of  replicating  the  DVD's  is  approximately  $2.24  each
including delivery to the veterinarian's office.

<PAGE>

Under a purchase  order  dated March 17, 2003 to RTI,  Inc. we  purchased  3,000
systems,  (each system  consisting  of a TV and a DVD player).  The terms of the
purchase  order called for RTI, Inc. to drop ship the systems from the equipment
supplier directly to the subscriber  veterinarian's office. The cost per system,
including  delivery directly to the veterinarian  office was $184.00.  Beginning
March 16,  2004,  we began  filling new  subscriber  orders from our facility at
approximately the same cost.

MARKETING TO SUBSCRIBERS

By using a combination of trade show presence,  cross  promotion with veterinary
product  distributors,  direct mail of sample programming,  press releases,  and
advertising,  we  will  continue  to  notify  the  veterinary  community  that a
three-year  subscription  to our DVD  magazine  is  available.  By  signing  our
subscription  agreement,  each  veterinarian  subscriber  commits to prominently
display the system in its reception area and to play our programming  during all
client  office  hours.  Our  programming  provides  the  flexibility  of  closed
captioning  in  English,  Spanish,  or French at the option of each  subscribing
office.

The  target  market  for our  programming  services  are  veterinary  practices.
According to the American Veterinary Medical Association  (avma.org),  there are
17,000  small  animal  practices  nationwide.  In order to reach this  market of
17,000 practices,  we estimate that it will cost  approximately  $250,000 to add
1,000 new paying  subscribers per year. This figure includes employee  expenses,
and expenses for tradeshows, advertising, and direct mailings.

We now have our systems in place in 2,905 veterinary offices in all fifty states
and the  District of  Columbia,  as well as Canada,  Mexico,  Puerto  Rico,  and
Australia.  Our  subscribing  practices range from one to 27  veterinarians  per
hospital. Although we have not conducted any formal marketing studies other than
to place our  systems  in these  offices,  only 193 of the  offices  in which we
originally placed our systems have asked that they be removed.

We provided 2,856  three-year  subscriptions  at no cost to the  veterinarian in
order to develop a  subscriber  base to create  sufficient  interest  to attract
advertisers as well as future paying subscribers.  As a result of our efforts to
place these systems, we have subsequently learned that many veterinary practices
already have TV systems in place, but want to purchase our programming.  We have
therefore,  changed our subscriber  pricing  structure to offer the veterinarian
two options:

      o     a subscription of our DVD magazine for $99 per year; or
      o     a three-year subscription for $297, which includes the equipment.

Subscription  sales  began  in  late  January  2004.  Currently  we  have  2,905
subscriptions in place, of which 2,856 are complimentary and 49 are paid.

SELLING TO COMMERCIAL ADVERTISERS

We will sell up to 24 commercial  spots to national  advertisers  by offering to
capture the attention of their specifically  targeted audience in the veterinary
waiting room at a cost  effective  rate. We provide  advertisers  the ability to
place their  commercial  advertising  spots on a monthly  basis.  Each 30-second
commercial is shown once every hour.

Although we previously  believed that potential  advertisers would require us to
complete a media  compliance  audit with Nielsen Media  Research  rating service
before they paid for  advertising,  we have found that no potential  advertisers
have insisted on the audit,  although they have indicated that

<PAGE>

they  would pay us  higher  rates if we had an audit.  We  entered  into a Media
Compliance  Audit  Research  Proposal  and  Agreement  dated March 18, 2004 with
Nielsen Media Research who will provide an independent,  statistically sound and
industry-accepted verification of media compliance for our network. The research
results will be used to support  advertising  sales and promotion,  veterinarian
office recruitment and retention, and corporate planning and management.

Audit results will be available for use in August,  2004 and  advertising  sales
will begin  shortly  thereafter  using new rates  established  through the media
audit.  Until the rating  service has  completed  its audit and our rate card is
validated,  we plan on charging $5,000 for a 30-second commercial and $2,000 for
a 7-second  billboard.  This rate will be guaranteed through 2004, and any rate
increase resulting from the audit will not go into effect until 2005.

COMPETITION

Our business involves the use of continuously presented educational  programming
interspersed  with  commercial  advertising  placed  in  the  waiting  rooms  of
veterinary  offices,  also called placed-based media. We compete for advertising
with traditional  television,  radio, and print media, such as the Animal Planet
channel  on  cable  television  or  animal  oriented  magazines.   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.

Although  the use of this  place-based  media  is a  relatively  new  forum  for
advertisers, it is already in use in human medical waiting rooms by AccentHealth
(www.accenthealth.com).  We plan to  compete  by  providing  advertisers  with a
captive,   targeted   audience  of   individuals   bringing   their  animals  to
veterinarians for treatment.  Commercials on our network are aired in veterinary
waiting  rooms on a TV/DVD system where the channel and volume cannot be changed
by the viewer, and it is typically located in a room with no sight barriers, and
in which the viewer has little  else 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.

GOVERNMENT APPROVALS

No government approvals are needed for our services.

EMPLOYEES

We currently have the following full-time employees:

Operations  3
Management  3
Sales       4

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

<PAGE>

ITEM 2

PROPERTIES

On August 19, 2003,  we entered into a 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. The monthly lease amount is  approximately  $3,200.00.
These offices are in good condition.

ITEM 3

LEGAL PROCEEDINGS

There are no pending or threatened lawsuits against us.

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.  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.  Therefore,  in all likelihood,  a shareholder
will not be able to resell  their  securities  should  they desire to do so when
eligible  for  public  resale.  Furthermore,  it  is  unlikely  that  a  lending
institution will accept our securities as pledged  collateral for loans unless a
regular  trading  market  develops.  On March 23, 2004,  the last reported sales
price of our common stock was $1.70 per share.

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
future payments of dividends will depend on our earnings and financial  position
and such other facts as the Board of Directors deems relevant.

In addition,  convertible  notes issued to a note holder  contain the  following
restrictions:  As long as the notes are  outstanding,  we will not  directly  or
indirectly  declare  or pay any  dividend  or make any  distribution  in cash or
property to holders of our  capital  stock or  purchase,  redeem,  or  otherwise
acquire or retire for value other than  through the  issuance  solely of capital
stock or warrants, rights, or

<PAGE>

options  to  acquire  capital  stock  or  any  securities  exchangeable  for  or
convertible into any of our shares.

RECENT SALES OF UNREGISTERED SECURITIES

Series A Convertible Preferred Stock

From August 2002 through February 2003, the Company sold an aggregate of 101,250
shares of Series A Convertible  Preferred Stock ("Series A Stock") for $2.00 per
share to 27 individuals.  Pursuant to the Certificate of Designation, the Series
A Stock  automatically  converted  into our common stock ten (10) days after the
our common stock began to be quoted on the Pink Sheets (although we subsequently
chose to be listed on the OTC-Bulletin  Board).  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 our common  stock on
February 25, 2004. As a result of the foregoing,  we amended the  Certificate of
Designation  related to the  Series A Stock to reduce  the number of  authorized
shares of 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. As of the
date hereof there are no shares of Series A stock authorized or outstanding. The
offering is claimed to be exempt  under  Section 4(2) of the  Securities  Act of
1933 for transactions not involving a public offering.

Series B Convertible Preferred Stock

In the fourth quarter of 2003, we offered 1,000,000 units for sale for $2.00 per
unit.  Each unit consisted of one share of Series B Convertible  Preferred Stock
("Series B Stock") and a warrant to purchase common stock at $1.00 per share. On
December 1, 2003,  the Company sold 1,000 units to one  individual.  Pursuant to
the  Certificate  of  Designation,  the Series B Stock is  convertible  into our
common  stock at any time  commencing  one year from the date of issuance at the
variable  conversion price equal to 60% of the average closing price as reported
by Bloomberg  L.P. for the five trading days  preceding the date of  conversion.
However, in no event shall the conversion price be less than $0.75 per share nor
greater than $3.00 per share.

No other shares of Series B Stock were sold. We have  discontinued this offering
and anticipate that the Certificate of Designation will be amended, although the
preferences have not yet been established.  The sole shareholder of the Series B
Stock has agreed to return the 1,000 units in  exchange  for a like value in the
proposed  offering of the to-be amended Series B Stock.  The offering is claimed
to be exempt under Section 4(2) of the Securities Act of 1933.

CONVERTIBLE NOTES

On March 10, 2003, May 28, 2003,  June 6, 2003, and July 1, 2003 we 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.

<PAGE>

The principal and interest on the Edge Notes is  convertible  into shares of our
common stock at $.246 per share,  subject to  anti-dilution  provisions  for the
following:

      o     stock dividends or combinations;
      o     consolidation or merger; and/or
      o     sale of stock at less than $0.246 per share.

In addition,  the conversion  price will also be reduced to the average  closing
bid price for our common stock for the 20 business days immediately prior to the
date of any  conversion  or if the common  stock is traded on an  exchange,  the
average of the closing price of the common stock on such exchange during said 20
day period, provided that this will only apply if said average closing bid price
or average closing price for our common stock,  whichever applies,  is less than
the  applicable   conversion   price  at  the  time  of  conversion.   Under  no
circumstances will the conversion price be increased from the initial conversion
price or from any conversion price to which it may be reduced.

So long as Edge is the holder of the respective notes on March 10, 2006, May 28,
2006, June 6, 2006, and July 1, 2006, Edge has one-time  registration rights for
any shares  acquired upon  conversion  of the notes,  meaning Edge or any of its
members can  require us to register  their  shares for  resale;  and  piggy-back
registration rights, meaning if we file certain types of registration statements
to sell our  shares,  Edge and its  members  can  request  that their  shares be
included in the registration statement.

We  granted  Edge  pre-emptive  rights,  meaning  that so long as the  notes are
outstanding,  then we cannot issue, sell, or exchange,  or agree to issue, sell,
or exchange any shares of capital stock or any securities  convertible  into our
capital stock without  giving Edge the right to buy the  securities we intend to
issue on the same terms and  conditions  for a period of 15 business  days after
delivery of notice to them.

We agreed to cause two individuals designated by Edge to be nominated,  and will
use our best  efforts to cause those  individuals  to continue to be elected and
remain  members of our board of  directors.  Philip M. Cohen,  our President and
Chief Executive  Officer,  agreed to vote his shares in favor of the election of
the Edge designees.

We  also  agreed  to  the  following  restrictions  as  long  as the  notes  are
outstanding:

      o     We will not incur any  indebtedness,  other than trade debt incurred
            in the ordinary course of business, without the approval of Edge.

      o     We will not directly or  indirectly  (i) declare or pay any dividend
            or make any  distribution  in cash or  property  to  holders  of our
            capital  stock or (ii)  purchase,  redeem,  or otherwise  acquire or
            retire for value other than through the  issuance  solely of capital
            stock or warrants,  rights,  or options to acquire  capital stock or
            any  securities  exchangeable  for or  convertible  into  any of our
            shares.

In addition, Mr. Cohen and James C. Calaway, a member of our Board of Directors,
agreed to the following  restrictions on the sale of their shares: From the date
the first  note  issued on May 10,  2003 until a date which is both at least (i)
six (6) months  after the note will have been  converted  into common  stock and
(ii) six (6) months  after the earlier to occur of (a) the  effective  date of a
registration  statement registering Edge's shares of common stock underlying the
note,  or (b) six (6)  months  after  Edge can sell the  shares of common  stock
underlying the note pursuant to Rule 144(k), Mr. Cohen and Mr. Calaway will not,
without  the prior  written  consent of Edge,  offer,  pledge,  sell,

<PAGE>

transfer,  assign,  contract  to sell,  grant  any  option  for the sale of,  or
otherwise dispose of, directly or indirectly, pursuant to Rule 144 or otherwise,
any shares of the common stock  beneficially or otherwise owned by them,  except
that they may  transfer any of such shares in a private  transaction,  provided,
that the  transferee  agrees in writing to be bound by an identical  restriction
and that the stock certificate for the shares  transferred bears the appropriate
legend. These restrictions  terminate the date that the original note is paid in
full.

As further  consideration  of the  original  note,  we  purchased a key-man life
insurance policy on the life of Mr. Cohen for the benefit of Edge.

On June 10, 2003,  we entered into a Note  Purchase  Agreement  and  Convertible
Promissory Note ("Note") with one of our directors, Dr. Maltzer. Under the terms
of the Note,  Dr.  Maltzer  agreed to loan us $50,000 with simple  interest at a
rate of ten percent per annum. All principal and accrued interest is due June 9,
2006.  Principal and interest are convertible into shares of our common stock at
$.246 per share.

On  November  10,  2003,  we entered  into an  agreement  with Edge to amend the
conversion  terms of their notes issued on March 10, 2003, May 28, 2003, June 6,
2003,  and July 1,  2003  (the  "Edge  Amendment").  Under the terms of the Edge
Amendment,  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 Edge  Amendment,  the conversion
price will be $0.214 per share, and if converted after one year from the date of
the Edge Amendment and before two years from the date of the Edge Amendment, the
conversion price will be $0.23 per share.

On February 13, 2004, we entered into a Note Purchase Agreement and Subordinated
Convertible Promissory Note ("Note") with Victus Capital, LP, a Delaware limited
partnership ("Victus"). Under the terms of this twelve-month Note, Victus loaned
us  $1,000,000  with  interest of $62,500 per  quarter.  In order to insure that
interest  payments are made,  $250,000 of the  principal  amount of the 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 Note, Victus has
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
Note, any unpaid balance in the escrow account will be returned to Victus.

Registration Rights

In connection  with the Edge note, we granted Edge  registration  rights to have
their shares included in any registration  statement we file, subject to certain
conditions.

We also granted piggyback registration rights to Mr. Calaway,  Daniel V. Hugo, a
member of our Board of Directors, Dr. Maltzer, Robert and Janna Hugo, and Robert
and Jamie Turner for shares issued to them in connection with their loans to us.

Our  shares  will be "penny  stocks"  as that term is  generally  defined in the
Securities  Exchange Act of 1934 to mean equity  securities with a price of less
than $5.00.  Our shares thus will be subject to rules that impose sales practice
and disclosure requirements on broker-dealers who engage in certain transactions
involving a penny stock.

Under the penny  stock  regulations,  a  broker-dealer  selling a penny stock to
anyone other than an  established  customer or  accredited  investor must make a
special suitability  determination  regarding the purchaser and must receive the
purchaser's  written  consent to the transaction  prior to the sale,

<PAGE>

unless the  broker-dealer is otherwise exempt.  Generally,  an individual with a
net  worth  in  excess  of  $1,000,000,  or  annual  income  exceeding  $100,000
individually  or  $300,000  together  with his or her  spouse is  considered  an
accredited  investor.  In  addition,  under  the  penny  stock  regulations  the
broker-dealer is required to:

      o     Deliver,  prior  to any  transaction  involving  a  penny  stock,  a
            disclosure   schedule   prepared  by  the  Securities  and  Exchange
            Commissions   relating  to  the  penny  stock  market,   unless  the
            broker-dealer or the transaction is otherwise exempt;

      o     Disclose commissions payable to the broker-dealer and our registered
            representatives  and  current  bid  and  offer  quotations  for  the
            securities;

      o     Send  monthly   statements   disclosing   recent  price  information
            pertaining  to the penny  stock held in a  customer's  account,  the
            account's  value and  information  regarding  the limited  market in
            penny stocks; and

      o     Make a  special  written  determination  that the  penny  stock is a
            suitable  investment  for the purchaser and receive the  purchaser's
            written agreement to the transaction,  prior to conducting any penny
            stock transaction in the customer's account.

Because of these regulations, broker-dealers may encounter difficulties in their
attempt to sell  shares of our  common  stock,  which may affect the  ability of
selling  shareholders  or other  holders to sell their  shares in the  secondary
market and have the effect of  reducing  the level of  trading  activity  in the
secondary  market.  These additional sales practice and disclosure  requirements
could impede the sale of our  securities.  In addition,  the  liquidity  for our
securities may be decreased,  with a corresponding  decrease in the price of our
securities.  Our shares in all  probability  will be subject to such penny stock
rules and our  shareholders  will, in all likelihood,  find it difficult to sell
their securities.

OTC Bulletin Board Considerations

The OTC Bulletin  Board is separate and distinct  from the NASDAQ stock  market.
NASDAQ has no business relationship with issuers of securities quoted on the OTC
Bulletin  Board.  The SEC's order handling rules,  which apply to  NASDAQ-listed
securities, do not apply to securities quoted on the OTC Bulletin Board.

Although the NASDAQ stock  market has rigorous  listing  standards to ensure the
high  quality of its  issuers,  and can delist  issuers  for not  meeting  those
standards,  the OTC Bulletin Board has no listing  standards.  Rather, it is the
market  maker  who  chooses  to  quote  a  security  on the  system,  files  the
application,  and is  obligated  to comply with  keeping  information  about the
issuer in its files.  The NASD cannot deny an  application  by a market maker to
quote the stock of a company. The only requirement for inclusion in the bulletin
board is that the issuer be current in its reporting requirements with the SEC.

Investors may have greater difficulty in getting orders filled because our stock
trades on the OTC Bulletin Board rather than on NASDAQ. Investors' orders may be
filled at a price much different than expected when an order is placed.  Trading
activity in general is not  conducted as  efficiently  and  effectively  as with
NASDAQ-listed securities.

Investors must contact a broker-dealer  to trade OTC Bulletin Board  securities.
Investors do not have direct access to the bulletin board service.  For bulletin
board securities, there only has to be one market maker.

<PAGE>

Bulletin board  transactions  are conducted  almost entirely  manually.  Because
there are no automated  systems for  negotiating  trades on the bulletin  board,
they  are  conducted  via  telephone.  In  times of  heavy  market  volume,  the
limitations of this process may result in a significant  increase in the time it
takes to execute investor orders.  Therefore, when investors place market orders
(an order to buy or sell a  specific  number of  shares  at the  current  market
price) it is  possible  for the price of a stock to go up or down  significantly
during the lapse of time between placing a market order and getting execution.

Because analysts do not usually follow bulletin board stocks, there may be lower
trading volume than for NASDAQ-listed securities.

2002 EQUITY INCENTIVE 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 two million  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  options  under this  equity
incentive  plan.

As an  inducement  for  Mr.  Calaway  to  lend us  $25,000  under  a  short-term
promissory  note,  which has since been repaid,  Mr. Cohen agreed on February 6,
2003 to assign to Mr. Calaway all of the shares that he may be granted under our
2002 Equity Incentive Plan (the "Plan"),  until such time as the total number of
shares Mr. Calaway receives under the Plan (combined with the shares assigned to
him by Mr.  Cohen)  either  (a) total 50% of the shares  available  to be issued
under the Plan or (b) until such time as the Plan expires.

INFORMATION CONCERNING THE PLAN AND OTHER COMPANY EQUITY COMPENSATION PLANS

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
existing on December 31, 2003:

--------------------------------------------------------------------------------
                      Equity Compensation Plan Information
--------------------------------------------------------------------------------
                            (a)                 (b)                 (c)
--------------------------------------------------------------------------------
Plan Category          Number of          Weighted-average   Number of
                       securities to be   exercise price of  securities
                       issued upon        outstanding        remaining available
                       exercise of        options, warrants  for future issuance
                       outstanding        and rights         under equity
                       options, warrants                     compensation plans
                       and rights                            (excluding
                                                             securities
                                                             reflected in column
                                                             (a))
--------------------------------------------------------------------------------
Equity compensation
plans approved by           159,000              $.246            1,841,000
shareholders
--------------------------------------------------------------------------------
Equity compensation
plans not approved by
shareholders                    -0-                -0-                  -0-
--------------------------------------------------------------------------------
TOTAL                       159,000              $.246            1,841,000
--------------------------------------------------------------------------------

<PAGE>

ITEM 6

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS

The following  discussion and analysis of our financial condition and results of
operations  should be read in  conjunction  with our  financial  statements  and
related notes. This discussion and analysis contains forward-looking  statements
that involve risk and uncertainties.  Our actual results could differ materially
from those anticipated in these forward-looking statements.

OVERVIEW

PetCARE  Television  Network,  Inc. was  organized as a Florida  corporation  on
October 2, 1989. We are a development  stage  company,  and as such have devoted
most of our efforts since  inception in developing  our business  plan,  issuing
common stock,  obtaining  financing,  establishing our accounting  systems,  and
other administrative functions.


Our  primary  goal is to  provide  educational  programming  focused  on optimal
healthcare for animal companions and targeted to pet owners worldwide. While pet
owners are seated in their  veterinarian's  reception  area,  our DVD is played,
with  an  encouraging   theme  throughout  each  segment  to  "just  ask"  their
veterinarian  about current  techniques,  products and services  available.  The
programming is funded by commercial  advertisers  that are reviewed and approved
by  our  Veterinary   Advisory  Board,  a  distinguished   group  of  veterinary
professionals  committed  to providing  quality  educational,  entertaining  and
encouraging  veterinary health programming.  Our programming is obtained through
an annual or  three-year  subscription,  with a TV/DVD  system  included  in the
three-year  plan.  Our  updated  DVDs are  shipped  monthly to all  veterinarian
subscribers.

Our  website   (www.petcaretv.com)  was  developed  in  cooperation  with  Ideas
Unlimited,  a company that develops and maintains  websites.  We use our website
primarily as an information tool for prospective subscribers and advertisers who
can log on to find out about our business.  Prospective  subscribers are allowed
to view our current programming,  review our subscription process, and subscribe
to our  services  online  using a credit  card.  Once they have  subscribed  and
received  their  equipment,  they may visit our  website  for  frequently  asked
questions and directions/installation  instructions. Ideas Unlimited provides us
with  information  on a monthly basis  regarding  visits to our website and what
type of information was accessed. Nothing on our website is part of this filing.

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.

<PAGE>

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, 2003

From inception to December 31, 2003, we had losses totaling $2,383,785. For this
period,  our  costs  relating  to  general  and  administration   costs  totaled
$1,311,038 or 57% of total  operating  expenses.  DVD  production  costs totaled
$168,767 or 7% of total operating expenses and sales and marketing costs totaled
$669,254 or 29% of total operating expenses.  The remainder of operating expense
is represented by depreciation and amortization that totaled $145,844 or 7%.

From  inception  through  December 31,  2003,  we incurred  interest  expense of
$104,640. This amount includes $2,713 related to the interest bearing promissory
notes in the aggregate amount of $90,000,  repaid subsequent to this period, and
interest expense of $101,927 accrued on the outstanding $1,375,000 note with Pet
Edge and $149,500 in notes from shareholders.

Results of Operations - Year Ending December 31, 2003 and 2002

For the year  ending  December  31,  2003,  we had  losses  totaling  $1,825,313
compared to losses of $498,988 for same period in 2002, an increase of 266%. The
increase of $1,326,325 is solely a result of the increase in operating  activity
during 2003 (we began actively executing our business plan in mid-2002). In 2003
our general and  administration  costs totaled $865,060  compared to $383,571 in
2002,  which  represents  an  increase  of  125%.  This  increase  reflects  the
aforementioned  execution of our business plan for the full year 2003, including
additional personnel,  and legal and audit fees associated with our registration
statement.  For the  years  2003 and  2002,  our DVD  production  costs  totaled
$115,411  compared to $53,357  respectively  or an  increase  of 116%,  directly
related to the increased  number of DVD magazines  produced in 2003 versus 2002.
Our sales and marketing  costs  totaled  $608,910 in 2003 compared to $60,344 in
2002,  which represents an increase of 909%. This change is primarily due to the
expensing of  promotional  material used in developing  our  subscriber  network
totaling $414,000.  Depreciation and amortization costs totaled $140,022 for the
year ended  December 31, 2003  compared to $735 for the year ended  December 31,
2002.  Interest  expense  for the year  ended  December  31,  2003 was  $103,688
compared to $952 for the year ended December 31, 2002. This increase in interest
expense was due to increased borrowing by the Company during 2003.

LIQUIDITY AND MANAGEMENT'S PLAN OF OPERATIONS

As of March 23, 2004,  we had cash on hand of  approximately  $60,000,  which is
sufficient to satisfy our operating  requirements through April 2004. To satisfy
our operating  requirements through December 2004, we estimate that we will need
an  additional  $1,000,000.  If we do not  generate  revenues  or secure debt or
equity  financing before the end of April 2004, we will be unable to sustain our
current level of operations and may have to cut back or shut down our operations
at that time.

<PAGE>

On May 16, 2002, we issued a non-interest bearing promissory note to Mr. Calaway
for a loan from him of $100,000  (the  "Calaway  Note").  The  repayment  of the
Calaway Note is contingent  upon the receipt of funds received  through  private
placement  transactions,  with  periodic  payments to be made to Mr.  Calaway as
follows: $10,000 due after the first $300,000 is received; $10,000 due after the
next  $100,000 is  received;  $10,000 due after the next  $100,000 is  received,
$35,000 due after the next $100,000 is received;  and the remaining  $35,000 due
after the next $100,000 is received.  As an inducement for Mr. Calaway's consent
to enter into a lock-up  agreement of his 2,300,000  shares relative to the Edge
loan, we amended the repayment  provisions of his note on February 6, 2003 to be
10% of all investment funds received, excluding loans from Edge. As of March 23,
2004, the principal balance is $91,500.

In June 2002, we issued non-interest  bearing promissory notes (the "Hugo/Turner
Notes") as follows:

      o     Daniel V. Hugo, a former  officer and current  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 the Hugo/Turner  Notes are contingent upon the receipt of funds
received through private  placement  transactions,  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 March  23,  2004,  the  aggregate
principal balance on the Hugo/Turner Notes is $36,000.

On March 10, 2003, May 28, 2003,  June 6, 2003, and July 1, 2003 we 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.

On  November  10,  2003,  we entered  into an  agreement  with Edge to amend the
conversion  terms of their notes issued on March 10, 2003, May 28, 2003, June 6,
2003,  and July 1,  2003  (the  "Edge  Amendment").  Under the terms of the Edge
Amendment,  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 Edge  Amendment,  the conversion
price will be $0.214 per share, and if converted after one year from the date of
the Edge Amendment and before two years from the date of the Edge Amendment, the
conversion price will be $0.23 per share.

On June 10, 2003,  we entered into a Note  Purchase  Agreement  and  Convertible
Promissory Note ("Note") with one of our directors, Dr. Maltzer. Under the terms
of the Note,  Dr.  Maltzer  agreed to loan us $50,000 with simple  interest at a
rate of ten percent per annum. All principal and accrued interest is due June 9,
2006.  Principal and interest are convertible into shares of our common stock at
$.246 per share.

<PAGE>

On October 17, 2003, we issued unsecured promissory notes to Mr. Calaway and Dr.
Maltzer  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% simple  interest per annum.  All principal and interest was paid in February
2004.

On February 13, 2004, we entered into a Note Purchase Agreement and Subordinated
Convertible Promissory Note ("Note") with Victus Capital, LP, a Delaware limited
partnership ("Victus"). Under the terms of this twelve-month Note, Victus loaned
us  $1,000,000  with  interest of $62,500 per  quarter.  In order to insure that
interest  payments are made,  $250,000 of the  principal  amount of the 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 Note, Victus has
the option to convert the principal and any outstanding  interest into shares of
a future  private  offering,  or into shares of the Company's  common stock at a
price of $.375 per share.  Upon  acceleration  or  conversion  of the Note,  any
unpaid balance in the escrow account will be returned to Victus.

ITEM 7

FINANCIAL STATEMENTS

Financial  statements  are  included  under Item 13(A) and may be found at pages
F(i) through F-13.

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.

<PAGE>

                                    PART III

ITEM 9

DIRECTORS,  EXECUTIVE OFFICERS,  PROMOTERS AND CONTROL PERSONS;  COMPLIANCE WITH
SECTION 16(A) OF THE EXCHANGE ACT

The Board of Directors elects our executive officers  annually.  A majority vote
of the directors who are in office is required to fill vacancies.  Each director
shall be elected for the term of one year,  and until his  successor  is elected
and  qualified,  or until  his  earlier  resignation,  death,  or  removal.  Our
directors and executive officers are as follows:

<TABLE>
<S>                     <C>   <C>
Philip M. Cohen         56    President, Chairman of the Board, Chief Executive Officer
Donald R. Mastropietro  56    V. P. Finance, Chief Financial Officer, Treas., Asst. Sec.
Teresa J. Bray          47    V. P. Corporate Administration, Corporate Secretary
Daniel V. Hugo          44    Director
Jeffrey I. Werber, DVM  48    Director
James C. Calaway        71    Director
Bernard J. Kouma        67    Director
A. John Sfondrini, Jr.  55    Director
Mark C. Maltzer, M.D.   53    Director
J. Holt Smith           62    Director
David B. Benedict       63    Director
</TABLE>

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

As founder and President of PetCARE,  Philip M. Cohen has served at its Chairman
of  the  Board,  Chief  Executive  Officer,  and  President  since  March  2000.
Previously,  from January  1996 to March 2000,  Mr. Cohen served as President of
Nightwing  Entertainment,  Inc., an entertainment marketing company. Since 1986,
Mr. Cohen has been  producing  educational  programming  for  veterinary  client
education  programs and parent education  programs.  Mr. Cohen earned his BA and
MBA from LaSalle University.

Donald R. Mastropietro - Vice Pres. Finance, Chief Financial Officer,  Treasurer
and Asst. Secretary

Donald R.  Mastropietro  has served as  Controller of PetCARE since August 2002,
and in  November  2003 was  named as Vice  President  Finance,  Chief  Financial
Officer,  Treasurer and Assistant  Secretary.  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,  also serving as Corporate Secretary from March 2000. 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.

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

Teresa J. Bray has served as Vice President Corporate Administration for PetCARE
since  December 1, 2002 and in November  2003 was named as Corporate  Secretary.
From 1999 to December 2002,

<PAGE>

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 20 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.

Daniel V. Hugo - Director

Daniel  V. Hugo was  elected  as a  Director  of  PetCARE  in June 2002 and then
appointed  as  Vice  President  Network  Services.  Mr.  Hugo  resigned  as Vice
President  as of December 31,  2003,  but still  continues to serve as Director.
From February 2001 to March 2002,  Mr. Hugo served as Chief  Technology  Officer
for Apex  Security  Group,  a network  solution  provider.  From  August 1998 to
January 2001, Mr. Hugo served as Director of Development  for Colorado  Mountain
College.  Mr.  Hugo  earned a  Bachelor's  Degree in Arts and  Science  from the
University of Denver.

Bernard J. Kouma - Director

Bernard J.  Kouma was  elected  as a  Director  of  PetCARE  in June 2002.  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. In 1988, Mr. Kouma founded AVLS, Inc., an unaffiliated
company  where he  continues to serve as  President,  and  distributes  practice
management tools for the veterinary profession. Since 1998, Mr. Kouma has served
as  President of  Veterinary  Marketing  Services,  Inc., a company that markets
high-tech medical equipment to the veterinary  profession.  Mr. Kouma earned his
CPA certificate at the NBI Institute in Lincoln, Nebraska.

James C. Calaway - Director

James C. Calaway was elected as a Director of PetCARE in June 2002.  Previously,
Mr. Calaway  founded Edge Petroleum (an oil and gas  exploration and development
company) in 1986 and served as its Chief  Executive  Officer and Chairman  until
his  retirement in 1995.  Mr.  Calaway is a graduate of the  University of Texas
where he earned his Bachelor's Degree in Business and his Law Degree.

Jeffrey I. Werber, DVM - Director

Jeffrey I.  Werber,  DVM was elected as a Director of PetCARE in June 2002.  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, Mr. Werber has owned and operated a veterinary hospital in Los
Angeles,  California.  Dr. Werber also serves as the Chairman of our  Veterinary
Advisory Board and is a host for our educational programming.

<PAGE>

A. John Sfondrini, Jr.  - Director

A. John Sfondrini, Jr. has served as a director of PetCARE since March 17, 2003.
Since 1987,  Mr.  Sfondrini has served as the general  partner of Edge Group,  a
general  partnership  comprised  of limited  partnerships  that own  natural gas
producing  properties.  He is also the  managing  member  of Pet  Edge,  LLC,  a
Connecticut  limited  liability  company formed solely to fund our business plan
that has  loaned us $1.375  million  under  convertible  promissory  notes.  Mr.
Sfondrini  became a director  pursuant to the terms of the notes.  Mr. Sfondrini
has served as director of Edge Petroleum Corp.  since December 1996 and prior to
that as a director of its predecessors  from 1986. Mr. Sfondrini earned his B.S.
in Finance from the  University  of  Pennsylvania,  and  graduated  from Wharton
School of Commerce and Finance in 1970.

Mark C. Maltzer, M.D. - Director

Mark C. Maltzer,  M.D. has served as a director of PetCARE since March 17, 2003.
Since January 1998 he has been a practicing  physician with PCC Medical Group of
Sacramento, Inc. where he also serves as Medical Director. Dr. Maltzer earned an
A.B. in Biology from  Oberlin  College in Oberlin,  Ohio in 1972.  He earned his
M.D.  from the  University  of  Michigan  Medical  School  in 1976.  He is board
certified in obstetrics and gynecology.

J. Holt Smith - Director
J. Holt Smith was elected as a director of PetCARE 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.

David B. Benedict - Director

David B. Benedict was elected as a director of PetCARE on June 10, 2003. He is a
member of Pet Edge, LLC, a Connecticut  limited liability company formed to fund
PetCARE's  business  plan.  Since 1987,  Mr.  Benedict  has served as a Managing
Director of Capital  Markets with First Albany  Corporation,  an investment  and
banking  firm.  Prior to working at First  Albany,  Mr.  Benedict  worked in the
securities  industry  in  various  capacities  since  1970  with  several  firms
including  Dillon Read, Bear Stearns,  and Oppenheimer & Co. Mr. Benedict served
as a director of Edge  Petroleum  Corporation,  an oil and gas  exploration  and
development company, from December 1996 until June 2002. Mr. Benedict received a
BS and a BA from Lehigh University in 1962.

BOARD OF DIRECTORS; AUDIT COMMITTEE

The Board of Directors held one meeting during fiscal 2003.

Our Board of Directors has not yet designated one of its members to serve as its
financial  expert.  Further,  our Board of Directors has not yet  established an
audit committee.

<PAGE>

DIRECTORS' COMPENSATION

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

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Not applicable.

CODE OF ETHICS

We have adopted a Code of Ethics and Business Conduct for Officers and Directors
and a Code  of  Ethics  for  Financial  Executives  that  applies  to all of our
executive officers,  directors, and financial executives.  Copies of these codes
are filed as exhibits to this Form 10-KSB Report.

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, 2002, and 2001 by our chief executive officer and president.

---------------------------------------------------------------------------
NAME               POSITION         YEAR     SALARY        DOLLAR VALUE OF
                                                           STOCK-BASED
                                                           COMPENSATION
---------------------------------------------------------------------------
Philip M. Cohen    President/CEO    2003        $133,465                 0
---------------------------------------------------------------------------
                                    2002         $87,500        $37,423(1)
---------------------------------------------------------------------------
                                    2001               0        $37,424(1)
---------------------------------------------------------------------------

(1) On June 5, 2002, we approved the issuance of 748,447  shares of common stock
to Philip Cohen in lieu of salary from July 1, 2001 to June 1, 2002.

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

Compensation Agreements

Employment Agreement:
On June 5, 2002, we entered into an Employment Agreement  ("Agreement") with Mr.
Cohen that has an infinite  term.  This  Agreement  automatically  renews  every
ninety days  commencing June 5, 2002. 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,  for which Mr.  Cohen has sixty days to
cure the material  breach after  written  notice from us. We may  terminate  the
Agreement without cause, effective sixty days after written notice to Mr. Cohen.
Mr. Cohen may terminate the Agreement  with cause  provided he delivers  written
notice to us sixty  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

<PAGE>

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,  which salary is to be renegotiated at the end of each
fiscal year. The salary was not  renegotiated  at the end of fiscal year 2002 or
2003. Mr. Cohen also receives 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. Mr. Cohen currently devotes all of his time to us.

Placement Agent Agreement

On February 2, 2004 we entered into a one-year agreement with H.C.  Wainwright &
Co., Inc.  ("Wainwright") as placement agent to arrange the sale of debt, equity
or  equity-linked  securities  on our  behalf.  We  agreed to pay  Wainwright  a
non-refundable  retainer fee of $12,500,  payable in cash or common stock at the
option  of  Wainwright,  plus a cash  placement  fee  equal to 10% on any  gross
proceeds  received by us relative to financing  arranged by Wainwright.  We have
also  agreed to issue  Wainwright  warrants  to  purchase  20% of the  amount of
securities issued to investors pursuant to the agreement.

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 two million  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  options  under this  equity
incentive plan.

The following table sets forth options granted to each executive  officer of the
Company during the year ended December 31, 2003:

--------------------------------------------------------------------------------
                       OPTION GRANTS IN LAST FISCAL YEAR
                               INDIVIDUAL GRANTS

--------------------------------------------------------------------------------
                             Number of     Percent of
                             Securities  Total Options    Exercise
                             Underlying    Granted to      Price
                            Option Grant  Employees in   Per Share   Expiration
                                          Fiscal Year                   Date
--------------------------------------------------------------------------------
2002 EQUITY INCENTIVE PLAN
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------

<PAGE>

The following table sets forth options  exercised for each executive  officer of
the Company during the year ended December 31, 2003, and outstanding  options as
of such date:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
                     AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
                           AND FISCAL YEAR-END OPTION VALUES

------------------------------------------------------------------------------------------
                                                           Number of
                                  Number of                Securities         Value of
                                   Shares                  Underlying        Unexercised
                                  Acquired                Unexercised       In-the-Money
                                    On         Value   Options at Fiscal    Options at
                                  Exercise   Realized       Year-End      Fiscal Year-End
------------------------------------------------------------------------------------------
2002 EQUITY INCENTIVE PLAN
------------------------------------------------------------------------------------------
<S>                                 <C>        <C>            <C>               <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
------------------------------------------------------------------------------------------
</TABLE>


ITEM 11

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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 12,361,959  shares of common stock  outstanding as of
March 23, 2004.

<PAGE>

-------------------------------------------------------------------------------
SHAREHOLDER & ADDRESS       POSITION WITH COMPANY       # OF       PERCENTAGE
                                                        SHARES
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
Philip M. Cohen(1)          Chairman, President, CEO,    3,807,447       30.8%
17324 Whirley Rd.           Secretary, Treasurer
Lutz, FL  33567
-------------------------------------------------------------------------------
Sondra Topper(2)            None                         3,807,447       30.8%
17324 Whirley Rd.
Lutz, FL  33567
-------------------------------------------------------------------------------
James C. Calaway            Director                     2,300,000       18.6%
1023 Heritage Drive
Carbondale, CO  81623
-------------------------------------------------------------------------------
Bernard J. Kouma            Director                        50,000        0.4%
3430 Hillside St.
Lincoln, NE  68506
-------------------------------------------------------------------------------

Jeffrey I. Werber, DVM      Director                       205,000        1.7%
9300 Duxbury
Los Angeles, CA  90034
-------------------------------------------------------------------------------
A. John Sfondrini, Jr.(3)   Director                     5,589,431       31.1%
36-16 Catoonah St.
Ridgefield, CT  06877
-------------------------------------------------------------------------------
Mark C. Maltzer(4)          Director                       348,122        2.8%
5881 Wedgewood Drive
Granite Bay, CA  95746
-------------------------------------------------------------------------------
Teresa J. Bray              Vice President Corporate       864,545        7.0%
PO Box 93037                Administration, Corporate
Lakeland, FL  33804         Secretary
-------------------------------------------------------------------------------
Daniel V. Hugo              Director                       573,395        4.6%
2820 Hager Lane, #1C
Glenwood Springs, CO 81601
-------------------------------------------------------------------------------
J. Holt Smith               Director                             0           0
1900 Avenue of the Stars
Los Angeles, CA  90067
-------------------------------------------------------------------------------
Donald R. Mastropietro(8)   Vice President Finance,        101,000       0.08%
325 Whitfield Avenue        Chief Financial Officer,
Sarasota, FL  34243         Treasurer, Assistant
                            Secretary
-------------------------------------------------------------------------------
David B. Benedict(7)        Director                       203,252        1.6%
20 Linden St.
Wellesley, MA  02482
-------------------------------------------------------------------------------
Richard J. Diamond(5)       None                         1,124,989        9.1%
1517 E. Seventh Ave., #F
Tampa, FL  33605
-------------------------------------------------------------------------------
All directors and named                                 13,838,940       76.2%
executive officers as a
group (11 persons)(6)
-------------------------------------------------------------------------------

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

(1)   This amount includes 3,000,000 shares currently owned by Mr. Cohen's wife,
      Sondra  Topper,  and 59,000 shares owned by Mr. Cohen's son who resides at
      his household.

(2)   Sondra Topper is the wife of Mr.  Cohen,  the  Company's  President.  This
      amount includes 3,000,000 shares

<PAGE>

      currently  owned by Ms. Topper and 59,000 shares owned by Mr. Cohen's son,
      who  resides  at his  household  and  to  which  Ms.  Topper  also  claims
      beneficial ownership.

(3)   This  amount  represents  5,589,431  shares due upon  conversion  of notes
      totaling  $1.375  million  to Edge and was added to the total  issued  and
      outstanding   shares  bringing  the  total  shares  outstanding  for  this
      calculation  to  17,951,390.  This amount is excluding any shares due upon
      conversion due to payment of accrued  interest.  This amount  includes all
      shares due upon  conversion  to Edge based  upon Mr.  Sfondrini  being its
      managing partner.

(4)   This amount includes 203,252 shares due upon conversion of the note to Dr.
      Maltzer and was added to the total issued and outstanding  shares bringing
      the total shares  outstanding  for this  calculation to  12,565,211.  This
      amount is  excluding  any  shares  due upon  conversion  due to payment of
      accrued interest.

(5)   This amount  represents  1,000,000 common shares owned by Mr. Diamond.  It
      also represents  124,989 shares owned by Deer in the Headlights  Graphics,
      Inc., a corporation  owned by Mr.  Diamond's wife and an additional  1,000
      shares owned by Mr. Diamond's wife individually.

(6)   This amount includes  5,589,431 shares due upon conversion of the notes to
      Edge and 203,252  shares due upon  conversion of the notes to Dr.  Maltzer
      which were added to the total issued and  outstanding  shares bringing the
      total shares outstanding for this calculation to 18,154,642.

(7)   This  amount  includes  203,252  shares due to Mr.  Benedict  based on his
      ownership  percentage in Edge due upon  conversion of the Edge notes,  and
      this amount was added to the total issued and outstanding  shares bringing
      the total shares  outstanding  for this  calculation to  12,565,211.  This
      amount is  excluding  any  shares  due upon  conversion  due to payment of
      accrued interest.

(8)   This amount includes 75,000 shares owned by Treasure Rockhound Land, Inc.,
      a corporation owned by Mr. Mastropietro individually.

ITEM 12

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On May 16, 2002, we issued a non-interest bearing promissory note to Mr. Calaway
for a loan from him of $100,000.  The repayment of this note is contingent  upon
the receipt of funds received under the 506 private placement concluded prior to
the date of filing of this registration statement,  with periodic payments to be
made to Mr.  Calaway  as  follows:  $10,000  due  after the  first  $300,000  is
received; $10,000 due after the next $100,000 is received; $10,000 due after the
next $100,000 is received,  $35,000 due after the next $100,000 is received; and
the remaining  $35,000 due after the next  $100,000 is received.  We also issued
Mr.  Calaway  2,355,158  shares of common  stock as an  incentive  for the value
received,  for  which  we  granted  him  piggyback  registration  rights.  As an
inducement for Mr.  Calaway's  consent to enter into a lock-up  agreement of his
2,300,000 shares relative to the Edge loan, we amended the repayment  provisions
of his note on  February  6, 2003 to be 10% of all  investment  funds  received,
excluding  loans from  Edge.  As of March 31,  2004,  the  principal  balance is
$91,500.  Mr.  Calaway serves as a director and also as a consultant to us. As a
result,  there may be certain  conflicts of interest  that arise because of this
relationship.  The board of directors has determined that all transactions  with
Mr. Calaway,  including payments under his consulting arrangement and payment on
his loan,  will require  approval of the majority of the board of directors with
Mr. Calaway being required to abstain on any of these votes.

On June 1, 2002, we entered into a consulting agreement with Mr. Calaway wherein
he agreed to provide financial consulting services at the direction of the board
of  directors,  for the  amount  of $667 per  month  until we have  received  an
aggregate of $2.5 million in funding.

On June 5, 2002,  we approved the issuance of 748,447  shares of common stock to
Mr. Cohen in lieu of salary from July 1, 2001 to June 1, 2002.

On June 12, 2002, we issued a non-interest  bearing  promissory note to Mr. Hugo
for a loan from him of $25,000.  The repayment of this note is  contingent  upon
the receipt of funds received under the 506

<PAGE>

private  placement  concluded  prior to the date of filing of this  registration
statement,  with  periodic  payments to be made to Mr. Hugo 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. We also issued Mr. Hugo 573,395 shares of common stock as an incentive
for the value received,  for which we granted him piggyback registration rights.
As of March 31, 2004, the principal balance is $25,000.

On March 10, 2003, May 28, 2003,  June 6, 2003, and July 1, 2003 we entered into
note  purchase  and  security  agreements   ("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 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. We have received all funds under our notes
and security agreements with Pet Edge. All principal and accrued interest on the
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 Holder.  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 Notes.  If we do not make  payments on the
Notes when due, we will lose all our assets and will in all probability  have to
cease operations.

On May 28,  2003,  we issued  5,000 shares of common stock to each member of our
Veterinary  Advisory  Board in their  advisory  capacities;  namely:  Jeffrey I.
Werber, Gerald M. Snyder, Ronald R. Whitford, Nan L. Boss, R. Chris Blair, W. G.
Coombs, Randy P. Carsch, Bernadine Cruz, Mark C. Maltzer, and Gretchen Becker.

On June 10, 2003,  we entered into a Note  Purchase  Agreement  and  Convertible
Promissory  Note ("Note")  with one of our  directors,  Mark Maltzer.  Under the
terms of the Note, Dr. Maltzer agreed to loan us $50,000 with simple interest at
a rate of ten percent per annum.  All principal and accrued interest is due June
9, 2006.  Principal and interest are convertible into shares of our common stock
at $.246 per share.

On October 17, 2003, we issued unsecured promissory notes to Mr. Calaway and Mr.
Maltzer for a loan from each in the amount of $25,000.  The notes bear  interest
at the rate of 10% simple  interest per annum.  All  principal  and interest was
paid in February 2004.

Other  than the  above  transactions,  we have  not  entered  into any  material
transactions  with any director,  executive  officer,  and nominee for director,
beneficial  owner of five percent or more of our common stock, or family members
of such persons. Also, we have not had any transactions with any promoter.

<PAGE>

ITEM 13

EXHIBITS, LIST AND REPORTS ON FORM 8-K

      a. The Exhibits  are  included as part of this  report.  Each item that is
incorporated  by  reference  from a previous  filing is indicated by a number in
parenthesis. Items electronically filed with this filing are indicated with a F.

Exhibit No.       Description

      3.1   Articles of Incorporation of Transition Lifestyle Consultants,  Inc.
            filed October 2, 1989. (1)

      3.2   Amended  and  Restated   Articles  of  Incorporation  of  Transition
            Lifestyle Consultants, Inc. filed January 2, 1997. (1)

      3.3   Articles of Amendment to the  Articles of  Incorporation  filed June
            12, 2002 (to change name to PetCARE Television Network, Inc.). (1)

      3.4   Articles of Amendment to the Articles of Incorporation  filed August
            2, 2002. (to establish Series A Convertible Preferred Stock). (1)

      3.5   Bylaws of PetCARE Television Network, Inc. (1)

      3.6   Articles  of  Amendment  to  the  Articles  of  Incorporation  filed
            November  12,  2003 (to  establish  Series B  Convertible  Preferred
            Stock). (F)

      3.7   Articles of Amendment to the Articles of  Incorporation  filed March
            26, 2004 (to amend the terms of the Series A  Convertible  Preferred
            Stock). (F)

      4.1   Form of common stock Certificate of the PetCARE Television  Network,
            Inc. (1)(2)

      10.1  Employment Agreement for Philip M. Cohen dated June 5, 2002. (1)

      10.2  Non-Interest  Bearing  Promissory  note  to  James  C.  Calaway  for
            $100,000 dated May 16, 2002. (1)

      10.3  Consulting Agreement with James C. Calaway, dated June 1, 2002. (1)

      10.4  Purchase Order dated March 17, 2003 to RTI, Inc. for $552,000. (1)

      10.5  Non-Interest  Bearing  Promissory note to Daniel V. Hugo for $25,000
            dated June 7, 2002. (1)

      10.6  Non-Interest  Bearing  Promissory note to Robert Hugo and Janna Hugo
            for $6,000 dated June 7, 2002. (1)

      10.7  Non-Interest  Bearing Promissory note to Robert and Jamie Turner for
            $5,000 dated June 7, 2002.(1)

      10.8  Note Purchase and Security  Agreement with Pet Edge, LLC dated March
            10, 2003. (1)

<PAGE>

      10.9  Senior  Convertible  Promissory Note to Pet Edge, LLC for $1,000,000
            dated March 10, 2003. (1)

      10.10 Lock-up Agreement with Philip M. Cohen, dated March 10, 2003. (1)

      10.11 Lock-up Agreement with James C. Calaway, dated March 10, 2003. (1)

      10.12 Registration  Rights  Agreement  with Pet Edge,  LLC dated March 10,
            2003. (1)

      10.13 Senior  Convertible  Promissory  Note to Pet Edge,  LLC for  $50,000
            dated May 28, 2003. (1)

      10.14 2002 Equity Incentive Plan. (1)

      10.15 Letter  Agreement  dated  02/06/03  from Philip M. Cohen to James C.
            Calaway. (1)

      10.16 Note Purchase and Security  Agreement  with Pet Edge,  LLC dated May
            28, 2003. (1)

      10.17 Amendment to Registration  Rights Agreement with Pet Edge, LLC dated
            May 28, 2003. (1)

      10.18 Note Purchase and Security  Agreement  with Pet Edge, LLC dated June
            6, 2003. (1)

      10.19 Senior  Convertible  Promissory  Note to Pet Edge,  LLC for  $50,000
            dated June 6, 2003. (1)

      10.20 Amendment to Registration  Rights Agreement with Pet Edge, LLC dated
            June 6, 2003. (1)

      10.21 Note  Purchase  Agreement  with Mark C. Maltzer dated June 10, 2003.
            (1)

      10.22 Convertible  Promissory  Note to Mark C.  Maltzer for $50,000  dated
            June 10, 2003. (1)

      10.23 Registration  Rights  Agreement  to Mark C.  Maltzer  dated June 10,
            2003.

      10.24 Note Purchase and Security  Agreement  with Pet Edge, LLC dated July
            1, 2003. (1)

      10.25 Senior  Convertible  Promissory  Note to Pet Edge,  LLC for $275,000
            dated July 1, 2003. (1)

      10.26 Amendment to Registration  Rights Agreement with Pet Edge, LLC dated
            July 1, 2003. (1)

      10.27 Amendment to Senior Convertible  Promissory Notes with Pet Edge, LLC
            dated November 10, 2003.(1)

      10.28 Subscription Agreement (for veterinarian practices). (1)

      10.29 Promissory  Note to James C. Calaway for $25,000  dated  October 17,
            2003. (1)

<PAGE>

      10.30 Promissory  Note to Mark C.  Maltzer for $25,000  dated  October 17,
            2003. (1)

      10.31 Placement  Agent  Agreement with H. C.  Wainwright & Co., Inc. dated
            February 2, 2004. (F)

      10.32 Letter agreement with H.C. Wainwright & Co., Inc. dated February 11,
            2004 amending payment terms of the Placement Agent Agreement. (F)

      10.33 Note  Purchase  and Security  Agreement  with Victus  Capital  dated
            February 13, 2004. (F)

      10.34 Convertible  Promissory Note with Victus Capital,  LP for $1 million
            dated February 13, 2004. (F)

      14.1  Code  of  Ethics  and  Business  Conduct  Policy  for  Officers  and
            Directors. (F)

      14.2  Code of Ethics Policy for Financial Executives. (F)

      31.1  Certification of Chief Executive Officer of Periodic Report pursuant
            to Rule 13a-14a and Rule 14d-14(a). (F)

      31.2  Certification  of  Principal  Financial  Officer of Periodic  Report
            pursuant to Rule 13a-14a and Rule 15d-14(a). (F)

      32.1  Certification  of Chief  Executive  Officer  pursuant  to 18  U.S.C.
            Section 1350. (F)

      32.2  Certification of Principal  Financial  Officer pursuant to 18 U.S.C.
            Section 1350. (F)

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

      b.    Reports on Form 8-K

            None.

ITEM 14

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees. We incurred aggregate fees and expenses of approximately $14,250 and
$8,550 from Baumann, Raymondo & Company, P.A. for the 2003 and 2002 fiscal years
respectively.  Such fees were  primarily for work completed for our annual audit
and SB-2 Registration Statement.

Tax Fees.  We incurred no fees from  Baumann,  Raymondo & Company,  P.A. for the
2003  and  2002  fiscal  years  for  professional   services  rendered  for  tax
compliance, tax advice and tax planning.

All  Other  Fees.  We did not incur any other  fees  from  Baumann,  Raymondo  &
Company, P.A. during fiscal 2003 or fiscal 2002. 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 year 2003 and 2002
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, tax consultation and tax compliance services,  and,
as needed, for due diligence in acquisitions.

<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 March 30, 2004.


--------------------------------------------------------------------------------
Title                     Name                 Date           Signature
--------------------------------------------------------------------------------
Principal Executive       Philip M. Cohen   March 30, 2004   /s/ Philip M. Cohen
Officer
--------------------------------------------------------------------------------
Principal Accounting      Donald R.         March 30, 2004   /s/ Donald R.
Officer                   Mastropietro                           Mastropietro
--------------------------------------------------------------------------------
Principal Financial       Donald R.         March 30, 2004   /s/ Donald R.
Officer                   Mastropietro                           Mastropietro
--------------------------------------------------------------------------------

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.

--------------------------------------------------------------------------------
SIGNATURE                      NAME                    TITLE           DATE
--------------------------------------------------------------------------------
/s/ Philip M. Cohen            Philip M. Cohen         Director   March 30, 2004

--------------------------------------------------------------------------------
/s/ Daniel V. Hugo             Daniel V. Hugo          Director   March 30, 2004

--------------------------------------------------------------------------------
/s/ Jeffrey I. Werber          Jeffrey I. Werber       Director   March 30, 2004

--------------------------------------------------------------------------------
/s/ James C. Calaway           James C. Calaway        Director   March 30, 2004

--------------------------------------------------------------------------------
/s/ Bernard J. Kouma           Bernard J. Kouma        Director   March 30, 2004

--------------------------------------------------------------------------------
/s/ A. John Sfondrini, Jr.     A. John Sfondrini, Jr.  Director   March 30, 2004

--------------------------------------------------------------------------------
/s/ Mark C. Maltzer            Mark C. Maltzer         Director   March 30, 2004

--------------------------------------------------------------------------------
/s/ J. Holt Smith              J. Holt Smith           Director   March 30, 2004

--------------------------------------------------------------------------------
/s/ David B. Benedict          David B. Benedict       Director   March 30, 2004

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

<PAGE>

                         INDEX TO FINANCIAL STATEMENTS



                                                           Page


Report of Independent Auditors                              F-1

Balance Sheet as of December 31, 2003                       F-2

Statements of Operations for the years ended                F-3
December 31, 2003 and 2002

Statements of Cash Flows for the years ended                F-4
December 31, 2003 and 2002

Statements of Stockholders' Deficit for the                 F-5
years ended December 31, 2003 and 2002

Notes to Financial Statements for the years                 F-6
ended December 31, 2003 and 2002

                                      F(i)
<PAGE>

                          INDEPENDENT AUDITORS' REPORT


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, 2003, and the related
statements of operations, cash flows and stockholders' deficit for the year 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 audits.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  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, 2003 and the results of its  operations  and its cash flows for the
year 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, P.A.
-------------------------------------
BAUMANN, RAYMONDO & COMPANY, P.A.
Tampa, Florida
March 22, 2004



                                      F-1
<PAGE>

                       PETCARE TELEVISION NETWORK, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEET
                               DECEMBER 31, 2003

                                     ASSETS

<TABLE>
<CAPTION>
<S>                                                                       <C>
Current assets:
     Prepaid expenses                                                     $     2,630
     Other receivables                                                            136
     DVD production costs                                                      29,220
                                                                          -----------
          Total current assets                                                 31,986

Fixed assets:
     Computer equipment, net of accumulated depreciation of $1,287              3,332

Other assets:
     Security deposits                                                          7,596
                                                                          -----------
          Total assets                                                    $    42,914
                                                                          ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
     Bank overdraft                                                       $     8,203
     Accounts payable                                                         100,854
     Accrued expenses and other current liabilities                           358,442
     Notes payable to stockholders                                            197,000
     Note payable                                                               9,000
                                                                          -----------
          Total current liabilities                                           673,499
                                                                          -----------

Long-term liabilities
     Notes payable                                                          1,375,000
     Note payable to stockholder                                               50,000
                                                                          -----------
          Total long-term liabilities                                       1,425,000
                                                                          -----------
          Total liabilities                                                 2,098,499
                                                                          -----------
     Stockholders' deficit:
        Preferred stock - no par value; 10,000,000 shares authorized;
          Series A - 1,500,000 shares authorized; 101,250 shares issued
             and outstanding                                                  202,500
          Series B - 1,000,000 shares authorized; 1,000 shares issued
             and outstanding                                                    2,000
        Common stock - par value $.0005; 50,000,000 shares authorized;
          11,836,000 shares issued and outstanding                              5,918
        Additional paid-in capital                                            117,782
        Accumulated deficit during development stage                       (2,383,785)
                                                                          -----------
           Total stockholders' deficit                                     (2,055,585)
                                                                          -----------
           Total liabilities and stockholders' deficit                    $    42,914
                                                                          ===========
</TABLE>

                        See Notes to Financial Statements

                                      F-2
<PAGE>

                        PETCARE TELEVISION NETWORK, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
              FROM INCEPTION (October 2, 1989) to DECEMBER 31, 2003

<TABLE>
<CAPTION>
                                                                                  From
                                                      December 31,            Inception to
                                             ----------------------------      December 31,
                                                 2003            2002             2003
                                             ------------    ------------    ------------
<S>                                          <C>             <C>             <C>
Revenues                                     $      6,381    $         --    $     12,131

Cost of revenues                                       --              --           1,638
                                             ------------    ------------    ------------

Gross profit                                        6,381              --          10,493
                                             ------------    ------------    ------------
Operating expenses:
     DVD production costs                         115,410          53,357         168,767
     General and administration                   865,060         383,571       1,311,038
     Sales and marketing                          608,910          60,344         669,254
     Depreciation and amortization                140,022             735         145,844
                                             ------------    ------------    ------------
          Total operating expense               1,729,402         498,007       2,294,903
                                             ------------    ------------    ------------

Operating loss                                 (1,723,021)       (498,007)     (2,284,410)
                                             ------------    ------------    ------------
Other income and (expense)
     Interest expense                            (103,688)           (952)       (104,640)
     Other income                                   1,396              71           1,440
     Gain on sale of subsidiary                        --              --           2,421
                                             ------------    ------------    ------------
          Total other income (expense)           (102,292)           (881)       (100,779)
                                             ------------    ------------    ------------

Loss before extraordinary items                (1,825,313)       (498,888)     (2,385,189)

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

Loss before taxes                              (1,825,313)       (498,888)     (2,383,785)

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

Net loss                                     $ (1,825,313)   $   (498,888)   $ (2,383,785)
                                             ============    ============    ============

Net loss per share, basic and diluted        $      (0.15)   $      (0.04)   $      (0.52)
                                             ============    ============    ============

Weighted average shares, basic and diluted     11,815,726      13,654,519       4,569,957
                                             ============    ============    ============
</TABLE>


                        See Notes to Financial Statements

                                      F-3
<PAGE>

                        PETCARE TELEVISION NETWORK, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
              FROM INCEPTION (October 2, 1989) to DECEMBER 31, 2003

<TABLE>
<CAPTION>
                                                                                                   From
                                                                        December 31,           Inception to
                                                                 --------------------------    December 31,
                                                                     2003           2002           2003
                                                                 -----------    -----------    -----------
<S>                                                              <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITES
  Net loss                                                       $(1,825,313)   $  (498,888)   $(2,383,785)
     Adjustments to reconcile net loss to net cash flows from
        operating activities:
          Depreciation and amortization expense                        1,287            735          8,918
          Gain on sale of subsidiary                                      --             --         (2,421)
          Gain on extinguishment of debt                                  --             --         (1,404)
          Compensation expense - stock for services                       --         65,225        106,045
          Bad debt expense - write off subscription receivable            --            115            115
          Changes in assets and liabilities:
             DVD production costs                                    (29,220)            --        (29,220)
             Prepaid expenses                                         (2,637)          (129)        (2,766)
             Security deposits                                        (7,596)            --         (7,596)
             Bank overdraft                                            8,203             --          8,203
             Accounts payable                                         49,614          2,726        100,854
             Accrued expenses and other current liabilities          268,941         98,501        366,872
                                                                 -----------    -----------    -----------

Net cash flows (used) in operating activities                     (1,536,721)      (331,715)    (1,836,185)
                                                                 -----------    -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of equipment                                               (4,619)            --         (5,120)
                                                                 -----------    -----------    -----------

Net cash flows (used) in investing activities                         (4,619)            --         (5,120)
                                                                 -----------    -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES
  Common stock issued                                                  5,000         40,820         14,185
  Common stock subscriptions (issued) paid                                --          5,000           (115)
  Preferred stock issued                                             109,000         95,500        204,500
  Proceeds from notes payable                                      1,375,000             --      1,375,000
  Proceeds from loans from stockholders-net                           51,235        191,500        247,735
                                                                 -----------    -----------    -----------

Net cash flows provided by financing activities                    1,540,235        332,820      1,841,305
                                                                 -----------    -----------    -----------

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

                              SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid for interest                                           $     2,713    $        --    $     2,713
                                                                 ===========    ===========    ===========
</TABLE>



                        See Notes to Financial Statements

                                      F-4
<PAGE>

                          (A DEVELOPMENT STAGE COMPANY)
                       STATEMENTS OF STOCKHOLDERS' EQUITY
      FOR PERIOD FROM INCEPTION (October 2, 1989) THROUGH DECEMBER 31, 2003
                        PETCARE TELEVISION NETWORK, INC.

<TABLE>
<CAPTION>


                                                 Preferred Stock                Common Stock            Additional
                                            -------------------------    --------------------------       Paid-in
                                              Shares         Amount        Shares          Amount         Capital
                                            -----------   -----------    -----------    -----------    -----------
Issuance of $0.01 par value common
<S>                                            <C>        <C>              <C>          <C>            <C>
  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
                                            ===========   ===========    ===========    ===========    ===========
</TABLE>


<TABLE>
<CAPTION>
                                                            Accumulated
                                                             Deficit
                                                              during             Treasury Stock
                                             Subscription   Development   --------------------------
                                             Receivable         Stage        Shares         Amount         Total
                                            -----------    -----------    -----------    -----------    -----------
Issuance of $0.01 par value common
<S>                                         <C>            <C>            <C>            <C>            <C>
  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)
                                            ===========    ===========    ===========    ===========    ===========
</TABLE>


                        See Notes to Financial Statements


                                      F-5
<PAGE>

                        PETCARE TELEVISION NETWORK, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2003


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 has devoted  most of its efforts  since its  inception  in  developing  its
business  plan,  issuing common stock,  obtaining  financing,  establishing  its
accounting systems,  and other  administrative  functions.  PetCARE's goal is to
provide  animal  health and welfare  education to a large number of consumers of
pet products and services,  as well as to serve as a unique  advertising  medium
for companies  that market those goods and services by providing  pre-programmed
DVDs in veterinary waiting rooms to present continuous,  educational programming
in an entertaining manner interspersed with relevant advertising.

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 $2,383,785 for income
tax purposes,  which can be used to offset future  taxable  income through 2023.
The potential tax benefit of this loss is as follows:

                  Future tax benefit               $  715,136
                  Valuation allowance                (715,136)
                                                   ----------

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

As of December 31, 2003,  no deferred  taxes were  recorded in the  accompanying
financial statements.


                       Read independent auditors' report.

                                      F-6
<PAGE>

                        PETCARE TELEVISION NETWORK, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2003


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 and are being  depreciated
over 3 years.

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.

On April 30, 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.

On June 30,  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-7
<PAGE>

                        PETCARE TELEVISION NETWORK, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2003


NOTE C - STOCK ISSUANCE

Common stock
------------

On December 31, 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.

On June 5, 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.

On June 7, 2002 PetCARE,  then know as New Savage,  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.

On the dates listed below,  PetCARE issued non-interest bearing promissory notes
to the following individuals,  along with shares of common stock as an incentive
for the value received:

                                             Shares       Value of    Incentive
       Date              Payee               Issued         Note      Discount
     ---------   ------------------------  -----------  ------------  ---------
      5/14/02    Robert and Janna Hugo           6,000    $    6,000    $     3
      5/16/02    James Calaway               2,355,158       100,000      1,178
      6/12/02    Robert and Jamie Turner         5,000         5,000          2
      6/12/02    Daniel Hugo                   573,395        25,000        287
                                           -----------  ------------  ---------
                                             2,939,553    $  136,000    $ 1,470
                                           ===========  ============  =========


The incentive was accounted for as a discount at par value.  The notes are to be
repaid upon  receipt of funds from a private  placement  offering.  There are no
stated due dates on the notes,  however, it is the intent of management to repay
the notes  within the next six  months.  If the  private  placement  offering is
unsuccessful or does not take place, an extraordinary  gain from  extinguishment
of debt will occur.  At December 31, 2003, the entire amount of the discount had
been amortized and $8,500 of the note to Mr. Calaway had been repaid.

On May 28, 2003,  PetCARE  issued 5,000 shares of common stock to each member of
our Veterinary Advisory Board in their advisory capacities;  namely:  Jeffrey I.
Werber, Gerald M. Snyder, Ronald R. Whitford, Nan L. Boss, R. Chris Blair, W. G.
Coombs, Randy P. Carsch, Bernadine Cruz, Mark Maltzer, and Gretchen Becker.


                       Read independent auditors' report.

                                       F-8
<PAGE>

                        PETCARE TELEVISION NETWORK, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2003


NOTE C - STOCK ISSUANCE (CONTINUED)

Common stock (Continued)
------------------------

On June 10, 2002 New Savage issued the following  shares to various  individuals
for consulting services rendered:

                                           Number of             Value of
                                            Shares               Services
                                       ------------------    ------------------
    Robert Hugo                                   12,000          $      1,200
    Crane Commercial Corporation                  25,000                 2,500
    Kim Sarubbi & Carl Abramson                   50,000                 5,000
    Phillip Karr                                  25,000                 2,500
    Apogee Business Consulting, Inc.             150,000                15,000
    Bernie Kouma                                  50,000                 5,000
                                       ------------------    ------------------
                                                 312,000          $     31,200
                                       ==================    ==================

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.

Preferred stock
---------------

Series A

On July 30,  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  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
--------

On October 21,  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


                       Read independent auditors' report.

                                      F-9
<PAGE>

                        PETCARE TELEVISION NETWORK, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2003


NOTE C - STOCK ISSUANCE (CONTINUED)

Preferred stock (Continued)
---------------------------

Convertible  Preferred Stock ("Series B Stock"). As a result of this resolution,
PetCARE has 1,000,000 no par value preferred shares authorized.  These share are
convertible  into 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
60% of the average  closing  price as reported by  Bloomberg  L.P.  for the five
trading days  preceding the date of conversion.  However,  in no event shall the
conversion price be less than $0.75 per share, nor greater than $3.00 per share.
The holders of the preferred shares will not be entitled to dividends;  however,
the Board of Directors has the ability to declare  dividends at a later date. In
November  2003,  PetCARE  offered  1,000,000  of its Series B Stock in a private
placement of units  consisting of one share of Series B Stock and one warrant to
purchase  commons  stock of the Company for $2.00 per unit.  As of December  31,
2003, 1,000 shares were sold for $2,000.

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.

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 D - PRODUCTION DEVELOPMENT COSTS

Statement of Financial Accounting Standards (SFAS) No. 86 states that internally
developed software costs can be capitalized once  technological  feasibility has
been reached. Technological feasibility has been reached when a complete working
model has been produced. PetCARE finished its first four quarters of educational
video (in DVD format) as of December 31, 2003.  PetCARE  updates its programming
on a quarterly basis (i.e. adding new advertising,  new pet care tips, etc.) and
the costs to update the current quarters  production will be capitalized,  while
the previous  quarters  productions  is expensed.  During the three months ended
December 31, 2003,  $29,220 was incurred in the  production of PetCARE's  fourth
quarter of programming,  of which all amounts were capitalized as DVD production
costs. All cost related to the previous quarterly production have been expensed.


                       Read independent auditors' report.

                                      F-10
<PAGE>

                        PETCARE TELEVISION NETWORK, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2003


NOTE E - RELATED PARTY TRANSACTIONS

At December  31,  2003,  PetCARE had a  consulting  agreement  in place with Mr.
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.

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

         o     Daniel V. Hugo, a former officer and current  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 the 506 private  placement  concluded  prior to the date of filing of this
registration  statement,  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, 2003, the aggregate  principal balance on these
notes is $36,000.

On March 10, 2003, May 28, 2003,  June 6, 2003, and July 1, 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.

On  November  10,  2003,  we entered  into an  agreement  with Edge to amend the
conversion  terms of their notes issued on March 10, 2003, May 28, 2003, June 6,
2003,  and July 1,  2003  (the  "Edge  Amendment").  Under the terms of the Edge
Amendment,  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 Edge  Amendment,  the conversion
price will be $0.214 per share, and if converted after one year from the date of
the Edge Amendment and before two years from the date of the Edge Amendment, the
conversion price will be $0.23 per share.

On June 10, 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.

On October 17, 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.


                       Read independent auditors' report.

                                      F-11
<PAGE>

                        PETCARE TELEVISION NETWORK, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2003


NOTE E - RELATED PARTY TRANSACTIONS (CONTINUED)

All  principal  and  interest is due on February  14, 2003.  All  principal  and
interest was paid in February 2004.

NOTE F - NON-CASH TRANSACTIONS

On June 5, 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.

On June 7, 2002  PetCARE,  then know as New Savage,  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.

On June 10, 2002 PetCARE, then known as New Savage, issued 312,000 common shares
to various  individuals for consulting services rendered for a value of $31,200.
(See Note E, Stock Issuance).

On May 28,  2003,  we issued  5,000 shares of common stock to each member of our
Veterinary  Advisory  Board in their  advisory  capacities;  namely:  Jeffrey I.
Werber, Gerald M. Snyder, Ronald R. Whitford, Nan L. Boss, R. Chris Blair, W. G.
Coombs, Randy P. Carsch, Bernadine Cruz, Mark Maltzer, and Gretchen Becker.

NOTE G - COMMITMENTS AND CONTINGENCIES

PetCARE has in place a  consulting  agreement,  dated June 1, 2002,  with one of
it's directors,  which states that PetCARE will pay that director $667 per month
until  PetCARE has received  $2.5  million in funding.  As of December 31, 2003,
PetCARE had received  $204,500 in funding.  Management  believes it will receive
$2.5 million in funding within the next twelve months.

On June 5, 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.

On August 19, 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


                       Read independent auditors' report.

                                      F-12
<PAGE>

                        PETCARE TELEVISION NETWORK, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2003


NOTE G - COMMITMENTS AND CONTINGENCIES (CONTINUED)

relocated its corporate  office.  Lease expense for 2003 totaled  $5,077.  Under
this agreement projected lease expense for the 12 months ended December 31, 2004
through 2007 and the eleven months ended November 30, 2008 will be approximately
$38,600, $39,400, $40,300, $41,100 and $38,500 respectively.

NOTE H - SUBSEQUENT EVENTS

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.

On February  13,  2004,  PetCARE  entered  into a Note  Purchase  Agreement  and
Subordinated  Convertible  Promissory Note ("Note") with Victus  Capital,  LP, a
Delaware limited  partnership  ("Victus").  Under the terms of this twelve-month
Note, Victus loaned us $1,000,000 with interest of $62,500 per quarter. In order
to insure that interest  payments are made,  $250,000 of the principal amount of
the 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 Note,
Victus has the option to convert the principal and any outstanding interest into
shares of a future  private  offering,  or into shares of the  Company's  common
stock at a price of $.375 per share.  Upon  acceleration  or  conversion  of the
Note, any unpaid balance in the escrow account will be returned to Victus.

On  February  25,  2004,  based  on  the  conversion  formula  contained  in the
Certificate  of  Designation,  the 101,250  shares of Series A  Preferred  Stock
("Series A Stock") were  converted  into an  aggregate of 525,959  shares of its
common stock. 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.

NOTE I -RECLASSIFICATION

Certain  amounts  have been  reclassified  in the prior  year to  conform to the
current year presentation.








                       Read independent auditors' report.

                                      F-13