UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


        Date or Report (Date of earliest event reported):  March 11, 2005
                                                          ----------------

                        PETCARE TELEVISION NETWORK, INC.
             (Exact name of registrant as specified in its charter)


            Florida                     333-105840                59-3645932
------------------------------         -----------           -------------------
(State or other jurisdiction of        (Commission              (IRS Employer
         incorporation)                File Number)          Identification No.)

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


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

                                       N/A
         (Former Name or former address, if changed since last report.)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[  ]  Written communications pursuant to Rule 425 under the Securities Act
      (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
      (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17CFR 240.13e-4(c))

<PAGE>

SECTION 2 - FINANCIAL INFORMATION

ITEM 2.03   CREATION OF A DIRECT FINANCIAL OBLIGATION

On March 16, 2005,  PetCARE Television  Network,  Inc. (the "Company") and Vicis
Capital, LLC ("Vicis") entered into a Confidential  Definitive Term Sheet ("Term
Sheet") pursuant to which Vicis loaned the Company an aggregate of $250,000. The
Term  Sheet  provides  that the  Company  will  issue its  Series A  Convertible
Debentures having an original  aggregate face value of $250,000  ("Debentures"),
and Series A Common Stock  Purchase  Warrants  ("Series A  Warrants"),  Series B
Common Stock Purchase Warrants ("Series B Warrants"),  and Series C Common Stock
Purchase Warrants ("Series C Warrants").

Pursuant  to the Term  Sheet,  the  Debentures  will  have a term of 24  months.
Interest will be payable semi-annually in cash or registered Common Stock of the
Company at a ten percent  (10%)  discount to the Market Price;  or in kind,  but
only if the stock  price is above ten cents  ($0.10)  on the five  trading  days
immediately  prior to the 20th day preceding the payment date.  The Market Price
shall be set at the average  five-day  Volume  Weighted  Average  Closing  Price
("VWAP") of the  Company's  Common  Stock for the five (5) trading days prior to
the payment date.

On the date of  maturity of the  Debentures,  the holder will have the option to
convert the Debentures into shares of the Company's Common Stock at a Conversion
Price set at  twenty-five  percent (25%)  discount to the five-day VWAP prior to
the Closing Date or ten cents ($.10), whichever is greater.  Conversion shall be
limited so that Vicis shall not own more than 4.99% of Common Stock at any time.

Pursuant to the Term Sheet, Vicis shall be issued Series A Warrants in an amount
equal to 100% of the number of Common Shares  underlying the Debentures based on
the Conversion  Price. The Series A Warrants shall have a term of ten (10) years
from the  effective  date and shall have an exercise  price equal to one hundred
percent (100%) of the Conversion Price.

Vicis shall also be issued  Series B Warrants in an amount  equal to 100% of the
number of Common Shares underlying the Debentures based on the Conversion Price.
The  Series B Warrants  shall  have a term of five (5) years from the  effective
date and shall have an  exercise  price  equal to one  hundred  and  twenty-five
percent (125%) of the Conversion Price.

Vicis shall also be issued  Series C Warrants  in an amount  equal to 50% of the
number of Common Shares underlying the Debentures based on the Conversion Price.
The Series C Warrants  shall have a term of one (1) year from the effective date
and shall have an  exercise  price equal to one  hundred  percent  (100%) of the
Conversion Price.

Terms specify that the Company shall file a Registration  Statement on Form SB-2
(or an alternative  available form if the Company is not eligible to file a Form
SB-2) covering the Common Shares underlying the Debentures and the Common Shares
underlying  the Series A, B, and C Warrants no later than thirty (30) days after
the Closing,  and will use its best efforts to have the  Registration  Statement
declared  effective within ninety (90) days after the Closing.  In the event the
Registration  Statement has not been declared  effective  within one hundred and


                                       2
<PAGE>

twenty  (120)  days of the  Closing,  for the thirty  (30) day period  beginning
ninety (90) days after the  Closing,  the Company  shall be obligated to pay the
Vicis  liquidated  damages equal to two percent (2%) of the amount  invested and
shall be obligated to pay Vicis liquidated  damages equal to one percent (1%) of
the amount  invested for each  subsequent  30-day  period.  If the  Registration
Statement has not been declared  effective  within two hundred and seventy (270)
days,  the Series C Warrants  will be  eligible  to be  exercised  on a cashless
basis.

SECTION 3 - SECURITIES AND TRADING MARKETS

ITEM 3.02   UNREGISTERED SALES OF EQUITY SECURITIES

On March 16, 2005,  PetCARE Television  Network,  Inc. (the "Company") and Vicis
Capital, LLC ("Vicis") entered into a Confidential  Definitive Term Sheet ("Term
Sheet")  under which Vicis loaned the Company an  aggregate of $250,000  through
the issuance of Series A Convertible Debentures ("Debentures"),  Series A Common
Stock Purchase  Warrants  ("Series A Warrants"),  Series B Common Stock Purchase
Warrants  ("Series B  Warrants"),  and Series C Common Stock  Purchase  Warrants
("Series C Warrants").

Pursuant  to the Term  Sheet,  the  Debentures  will  have a term of 24  months.
Interest will be payable semi-annually in cash or registered Common Stock of the
Company at a ten percent  (10%)  discount to the Market Price;  or in kind,  but
only if the stock  price is above ten cents  ($0.10)  on the five  trading  days
immediately  prior to the 20th day preceding the payment date.  The Market Price
shall be set at the average  five-day  Volume  Weighted  Average  Closing  Price
("VWAP") of the  Company's  Common  Stock for the five (5) trading days prior to
the payment date.

On the date of  maturity of the  Debentures,  the holder will have the option to
convert the Debentures into shares of the Company's Common Stock at a Conversion
Price set at  twenty-five  percent (25%)  discount to the five-day VWAP prior to
the Closing Date or ten cents ($.10), whichever is greater.  Conversion shall be
limited so that Vicis shall not own more than 4.99% of Common Stock at any time.

Pursuant to the Term Sheet, Vicis shall be issued Series A Warrants in an amount
equal to 100% of the number of Common Shares  underlying the Debentures based on
the Conversion  Price. The Series A Warrants shall have a term of ten (10) years
from the  effective  date and shall have an exercise  price equal to one hundred
percent (100%) of the Conversion Price.

Vicis shall also be issued  Series B Warrants in an amount  equal to 100% of the
number of Common Shares underlying the Debentures based on the Conversion Price.
The  Series B Warrants  shall  have a term of five (5) years from the  effective
date and shall have an  exercise  price  equal to one  hundred  and  twenty-five
percent (125%) of the Conversion Price.

Vicis shall also be issued  Series C Warrants  in an amount  equal to 50% of the
number of Common Shares underlying the Debentures based on the Conversion Price.
The Series C Warrants  shall have a term of one (1) year from the effective date
and shall have an  exercise  price equal to one  hundred  percent  (100%) of the
Conversion Price.

                                       3
<PAGE>

Terms specify that the Company shall file a Registration  Statement on Form SB-2
(or an alternative  available form if the Company is not eligible to file a Form
SB-2) covering the Common Shares underlying the Debentures and the Common Shares
underlying  the Series A, B, and C Warrants no later than thirty (30) days after
the Closing,  and will use its best efforts to have the  Registration  Statement
declared  effective within ninety (90) days after the Closing.  In the event the
Registration  Statement has not been declared  effective  within one hundred and
twenty  (120)  days of the  Closing,  for the thirty  (30) day period  beginning
ninety (90) days after the Closing,  the Company shall be obligated to pay Vicis
liquidated damages equal to two percent (2%) of the amount invested and shall be
obligated  to pay Vicis  liquidated  damages  equal to one  percent  (1%) of the
amount invested for each subsequent 30-day period. If the Registration Statement
has not been declared  effective  within two hundred and seventy (270) days, the
Series C Warrants will be eligible to be exercised on a cashless basis.

In connection  with the offering,  the Company paid a $2,500 cash commission and
agreed to issue 50,000 Common Stock Purchase Warrants to Midtown Partners & Co.,
LLC ("Midtown Partners").  Such Common Stock Purchase Warrants shall have a term
of five (5) years from the  effective  date and shall have an exercise  price of
$0.10.

The  securities  sold  pursuant  to this filing  constitute  more than 5% of the
number of shares of outstanding of the Company's  Common Stock.  The issuance of
the Debentures and warrants were exempt from the  registration  requirements  of
the Securities Act of 1933, as amended (the "Act"),  pursuant to Section 4(2) of
the Act for  transactions  not involving a public offering and based on the fact
that the Debentures  and warrants were issued to a accredited  investors who had
access to the Company's financial and other relevant information.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01.        FINANCIAL STATEMENTS AND EXHIBITS

        (a)       Financial Statements

                  None.

        (b)       Pro Forma Financial Information

                  None.

        (c)       Exhibits

                  10.1     Confidential Definitive Term Sheet

                  99.1     Press release dated March 17, 2005 issued by PetCARE
                           Television Network, Inc.


                                       4
<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                              PETCARE TELEVISION NETWORK, INC.
                                              (Registrant)


Date: March 17, 2005                          By: /s/Philip M. Cohen
                                                  ------------------------------
                                                  Philip M. Cohen, President and
                                                  Chief Executive Officer



                                       5
{"company-data": {"conformed-name": "PETCARE TELEVISION NETWORK INC", "cik": "0001235899", "assigned-sic": "7812", "irs-number": "593645932", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "333-105840", "film-number": "05688529"}, "mail-address": {"street1": "PETCARE TELEVISION NETWORK INC", "street2": "321 N KENTUCKY AVE STE 1", "city": "LAKELAND", "state": "FL", "zip": "33801"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

        Date or Report (Date of earliest event reported):  March 11, 2005
                                                          ----------------

                        PETCARE TELEVISION NETWORK, INC.
             (Exact name of registrant as specified in its charter)

            Florida                     333-105840                59-3645932
------------------------------         -----------           -------------------
(State or other jurisdiction of        (Commission              (IRS Employer
         incorporation)                File Number)          Identification No.)

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

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

                                       N/A
         (Former Name or former address, if changed since last report.)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[  ]  Written communications pursuant to Rule 425 under the Securities Act
      (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
      (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17CFR 240.13e-4(c))
SECTION 2 - FINANCIAL INFORMATION

ITEM 2.03   CREATION OF A DIRECT FINANCIAL OBLIGATION

On March 16, 2005,  PetCARE Television  Network,  Inc. (the "Company") and Vicis
Capital, LLC ("Vicis") entered into a Confidential  Definitive Term Sheet ("Term
Sheet") pursuant to which Vicis loaned the Company an aggregate of $250,000. The
Term  Sheet  provides  that the  Company  will  issue its  Series A  Convertible
Debentures having an original  aggregate face value of $250,000  ("Debentures"),
and Series A Common Stock  Purchase  Warrants  ("Series A  Warrants"),  Series B
Common Stock Purchase Warrants ("Series B Warrants"),  and Series C Common Stock
Purchase Warrants ("Series C Warrants").

Pursuant  to the Term  Sheet,  the  Debentures  will  have a term of 24  months.
Interest will be payable semi-annually in cash or registered Common Stock of the
Company at a ten percent  (10%)  discount to the Market Price;  or in kind,  but
only if the stock  price is above ten cents  ($0.10)  on the five  trading  days
immediately  prior to the 20th day preceding the payment date.  The Market Price
shall be set at the average  five-day  Volume  Weighted  Average  Closing  Price
("VWAP") of the  Company's  Common  Stock for the five (5) trading days prior to
the payment date.

On the date of  maturity of the  Debentures,  the holder will have the option to
convert the Debentures into shares of the Company's Common Stock at a Conversion
Price set at  twenty-five  percent (25%)  discount to the five-day VWAP prior to
the Closing Date or ten cents ($.10), whichever is greater.  Conversion shall be
limited so that Vicis shall not own more than 4.99% of Common Stock at any time.

Pursuant to the Term Sheet, Vicis shall be issued Series A Warrants in an amount
equal to 100% of the number of Common Shares  underlying the Debentures based on
the Conversion  Price. The Series A Warrants shall have a term of ten (10) years
from the  effective  date and shall have an exercise  price equal to one hundred
percent (100%) of the Conversion Price.

Vicis shall also be issued  Series B Warrants in an amount  equal to 100% of the
number of Common Shares underlying the Debentures based on the Conversion Price.
The  Series B Warrants  shall  have a term of five (5) years from the  effective
date and shall have an  exercise  price  equal to one  hundred  and  twenty-five
percent (125%) of the Conversion Price.

Vicis shall also be issued  Series C Warrants  in an amount  equal to 50% of the
number of Common Shares underlying the Debentures based on the Conversion Price.
The Series C Warrants  shall have a term of one (1) year from the effective date
and shall have an  exercise  price equal to one  hundred  percent  (100%) of the
Conversion Price.

Terms specify that the Company shall file a Registration  Statement on Form SB-2
(or an alternative  available form if the Company is not eligible to file a Form
SB-2) covering the Common Shares underlying the Debentures and the Common Shares
underlying  the Series A, B, and C Warrants no later than thirty (30) days after
the Closing,  and will use its best efforts to have the  Registration  Statement
declared  effective within ninety (90) days after the Closing.  In the event the
Registration  Statement has not been declared  effective  within one hundred and

                                       2
twenty  (120)  days of the  Closing,  for the thirty  (30) day period  beginning
ninety (90) days after the  Closing,  the Company  shall be obligated to pay the
Vicis  liquidated  damages equal to two percent (2%) of the amount  invested and
shall be obligated to pay Vicis liquidated  damages equal to one percent (1%) of
the amount  invested for each  subsequent  30-day  period.  If the  Registration
Statement has not been declared  effective  within two hundred and seventy (270)
days,  the Series C Warrants  will be  eligible  to be  exercised  on a cashless
basis.

SECTION 3 - SECURITIES AND TRADING MARKETS

ITEM 3.02   UNREGISTERED SALES OF EQUITY SECURITIES

On March 16, 2005,  PetCARE Television  Network,  Inc. (the "Company") and Vicis
Capital, LLC ("Vicis") entered into a Confidential  Definitive Term Sheet ("Term
Sheet")  under which Vicis loaned the Company an  aggregate of $250,000  through
the issuance of Series A Convertible Debentures ("Debentures"),  Series A Common
Stock Purchase  Warrants  ("Series A Warrants"),  Series B Common Stock Purchase
Warrants  ("Series B  Warrants"),  and Series C Common Stock  Purchase  Warrants
("Series C Warrants").

Pursuant  to the Term  Sheet,  the  Debentures  will  have a term of 24  months.
Interest will be payable semi-annually in cash or registered Common Stock of the
Company at a ten percent  (10%)  discount to the Market Price;  or in kind,  but
only if the stock  price is above ten cents  ($0.10)  on the five  trading  days
immediately  prior to the 20th day preceding the payment date.  The Market Price
shall be set at the average  five-day  Volume  Weighted  Average  Closing  Price
("VWAP") of the  Company's  Common  Stock for the five (5) trading days prior to
the payment date.

On the date of  maturity of the  Debentures,  the holder will have the option to
convert the Debentures into shares of the Company's Common Stock at a Conversion
Price set at  twenty-five  percent (25%)  discount to the five-day VWAP prior to
the Closing Date or ten cents ($.10), whichever is greater.  Conversion shall be
limited so that Vicis shall not own more than 4.99% of Common Stock at any time.

Pursuant to the Term Sheet, Vicis shall be issued Series A Warrants in an amount
equal to 100% of the number of Common Shares  underlying the Debentures based on
the Conversion  Price. The Series A Warrants shall have a term of ten (10) years
from the  effective  date and shall have an exercise  price equal to one hundred
percent (100%) of the Conversion Price.

Vicis shall also be issued  Series B Warrants in an amount  equal to 100% of the
number of Common Shares underlying the Debentures based on the Conversion Price.
The  Series B Warrants  shall  have a term of five (5) years from the  effective
date and shall have an  exercise  price  equal to one  hundred  and  twenty-five
percent (125%) of the Conversion Price.

Vicis shall also be issued  Series C Warrants  in an amount  equal to 50% of the
number of Common Shares underlying the Debentures based on the Conversion Price.
The Series C Warrants  shall have a term of one (1) year from the effective date
and shall have an  exercise  price equal to one  hundred  percent  (100%) of the
Conversion Price.

                                       3
Terms specify that the Company shall file a Registration  Statement on Form SB-2
(or an alternative  available form if the Company is not eligible to file a Form
SB-2) covering the Common Shares underlying the Debentures and the Common Shares
underlying  the Series A, B, and C Warrants no later than thirty (30) days after
the Closing,  and will use its best efforts to have the  Registration  Statement
declared  effective within ninety (90) days after the Closing.  In the event the
Registration  Statement has not been declared  effective  within one hundred and
twenty  (120)  days of the  Closing,  for the thirty  (30) day period  beginning
ninety (90) days after the Closing,  the Company shall be obligated to pay Vicis
liquidated damages equal to two percent (2%) of the amount invested and shall be
obligated  to pay Vicis  liquidated  damages  equal to one  percent  (1%) of the
amount invested for each subsequent 30-day period. If the Registration Statement
has not been declared  effective  within two hundred and seventy (270) days, the
Series C Warrants will be eligible to be exercised on a cashless basis.

In connection  with the offering,  the Company paid a $2,500 cash commission and
agreed to issue 50,000 Common Stock Purchase Warrants to Midtown Partners & Co.,
LLC ("Midtown Partners").  Such Common Stock Purchase Warrants shall have a term
of five (5) years from the  effective  date and shall have an exercise  price of
$0.10.

The  securities  sold  pursuant  to this filing  constitute  more than 5% of the
number of shares of outstanding of the Company's  Common Stock.  The issuance of
the Debentures and warrants were exempt from the  registration  requirements  of
the Securities Act of 1933, as amended (the "Act"),  pursuant to Section 4(2) of
the Act for  transactions  not involving a public offering and based on the fact
that the Debentures  and warrants were issued to a accredited  investors who had
access to the Company's financial and other relevant information.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01.        FINANCIAL STATEMENTS AND EXHIBITS

        (a)       Financial Statements

                  None.

        (b)       Pro Forma Financial Information

                  None.

        (c)       Exhibits

                  10.1     Confidential Definitive Term Sheet

                  99.1     Press release dated March 17, 2005 issued by PetCARE
                           Television Network, Inc.

                                       4
SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                              PETCARE TELEVISION NETWORK, INC.
                                              (Registrant)

Date: March 17, 2005                          By: /s/Philip M. Cohen
                                                  ------------------------------
                                                  Philip M. Cohen, President and
                                                  Chief Executive Officer

                                       5