UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

_______________

FORM 10-Q

~~(Mark One)~~_______________

x QUARTERLY REPORT ~~UNDER~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, ~~2008~~2009

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

For the transition period from ~~___________ to ___________~~ ______to______.

Commission File number 000-28881

MEGA MEDIA GROUP, INC.

(Exact name of registrant as specified in ~~its charter~~Charter)

Nevada	~~88-0403762~~	000-28881		88-0403762
(State or other jurisdiction of incorporation or organization)	~~(I.R.S. Employer Identification No.)~~	(Commission File No.)		(IRS Employee Identification No.)

1122 Coney Island Avenue, Brooklyn, NY	11235
(Address of principal executive offices)	(Zip Code)

1122 Coney Island Avenue

~~(718) 947-1100 (Registrant’s telephone number~~Brooklyn, ~~including area code)~~ NY 11235

~~Indicate by check mark if the registrant~~ (~~1) has filed reports required to be filed by~~Address ~~Section 13 or 15(d)~~ of ~~the~~Principal ~~Securities~~Executive ~~Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Company was required to file such reports~~Offices)~~, and (2) has been subject to such filing requirements for the past 90 days. Yes x No o~~

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): _______________

~~Large Accelerated Filer o Accelerated Filer o Non Accelerated Filer o Smaller Reporting Company x~~(718)947-1100

~~Indicate by check mark whether the registrant is a shell company~~ (~~as defined in Rule~~Issuer ~~12b-2~~Telephone ~~of the Act~~number)~~. o Yes x No~~

~~As of June 20, 2008, we had 83,752,254 outstanding shares of Common Stock, $0.001 par value.~~_______________

~~MEGA~~ (Former ~~MEDIA~~Name ~~GROUP,~~or ~~INC.~~Former Address if Changed Since Last Report)

~~TABLE~~Check whether OFthe ~~CONTENTS~~issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days. Yes x No o

~~PART~~Indicate by Icheck -mark ~~FINANCIAL~~whether ~~INFORMATION~~the ~~Item~~registrant 1.has ~~Financial~~submitted ~~Statements~~electronically 1and ~~Item~~posted 2.on its ~~Management’s~~corporate ~~Discussion~~Web ~~and~~site, ~~Analysis~~if ofany, ~~Financial~~every ~~Condition~~Interactive ~~and~~Data ~~Results~~File ofrequired ~~Operation~~to 16be submitted ~~Item 3. Quantitative~~ and ~~Qualitative~~posted ~~Disclosures~~pursuant ~~About~~to ~~Market~~Rule ~~Risk~~405 18of ~~Item~~Regulation ~~4. Controls and Procedures 18 PART II~~ S-T ~~OTHER INFORMATION Item 1~~(§232.405 ~~Legal Proceedings 19 Item 1A. Risk Factors 19 Item 2. Unregistered Sales~~ of ~~Equity~~this chapter) ~~Securities~~during ~~and~~the ~~Use~~preceding of12 ~~Proceeds~~months 19(or ~~Item~~for 3.such ~~Defaults~~shorter ~~Upon~~period ~~Senior~~that ~~Securities~~the registrant 19was ~~Item~~required ~~4. Submission of Matters~~ to asubmit ~~Vote~~and ofpost ~~Security~~such ~~Holders 19 Item 5~~files). ~~Other Information 19 Item 6. Exhibits 20 SIGNATURES 21~~Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large Accelerated Filer o Accelerated Filer o Non-Accelerated Filer o Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes ¨ No x

State the number of shares outstanding of each of the issuer’s classes of common equity, as of June 19, 2009: 304,753,677shares of common stock.

Mega Media Group, Inc.

FORM 10-Q

April 30, 2009

INDEX

PART I-- FINANCIAL INFORMATION

Item 1.	Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4T.	Controls and Procedures	26

PART II-- OTHER INFORMATION

Item 1	Legal Proceedings	27
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 3.	Defaults Upon Senior Securities	28
Item 4.	Submission of Matters to a Vote of Security Holders	28
Item 5.	Other Information	28
Item 6.	Exhibits and Reports on Form 8-K	29

SIGNATURE

Except as otherwise required by the context, all references in this report to "we", "us”, "our", “MMDA”, “Mega Media Group”, “MMG” or "Company" refer to the consolidated operations of Mega Media Group, Inc., a Nevada corporation, and its wholly-owned subsidiaries.

Forward-Looking Statements and Associated Risks

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for certain forward-looking statements. Some of the statements contained in this annual report of the Company discuss future expectations, contain projections of our operations or financial condition or state other forward-looking information. Some statements contained in this quarterly report on Form 10-QSB that are not historical facts (including without limitation statements to the effect that we "believe," "expect," "anticipate," "plan," "intend," "foresee," or other similar expressions) and are forward-looking statements. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those anticipated by us. All comments concerning our expectations for future revenue and operating results are based on our forecasts of our plan of operation and do not include the potential impact of any future acquisitions or operations. These forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in the forward-looking statements.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

MEGA MEDIA GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
UNAUDITED
	April 30,			January 31,
ASSETS	~~2008~~2009			~~2008~~2009
Current Assets	(Unaudited)
Cash	$	-38,061		$	~~396~~13,877
Accounts receivable, net (Note3)		146,186			68,036
Accounts receivable, net (Note 3)		134,273			137,855
Accrued revenues		3,222			-
Prepaid Expenses		-			13,307
Prepaid Expenses		53,227			76,222
Note Receivable		10,000			10,000
Total Current Assets		~~202~~182,~~635~~334			~~144~~175,~~654~~038
Fixed assets, net (Note 4)		~~346~~186,~~821~~202			~~391~~227,~~244~~785
Master records, net (Note 5)		~~125,000~~-			~~125,000~~-
Other intangible assets, net (Note 5)		166,667			176,667
Other intangible assets, net		-			-
Advances		20,000			20,000
Note Receivable-Golden Gate Investors (Note 14)		1,400,000			-
Deposits		13,486			13,486
Deposits		183,486			183,486
Other		16,010			16,010
TOTAL ASSETS	$	2418,~~460,619~~032		$	1452,~~057,061~~319
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable	$	~~760~~538,~~649~~149		$	~~458~~1,~~009~~138,976
Bank overdraft		14,178			-
Sales tax payable		616			616
Payroll taxes payable (Note 13)		862,338			728,350
Payroll taxes payable (Note 12)		1,200,853			1,112,966
Accrued Offices' Compensation		~~491~~512,~~806~~093			~~473~~504,~~786~~893
Equipment loan - current portion (Note 9)		87,~~304~~248			87,~~304~~248
Equipment lease - current portion (Note 10)		19,440			19,440
Loans payable (Note 7)		1496,~~160,~~000			~~795~~496,000
Due to related party (Note 6)		~~386~~69,~~283~~328			~~398~~69,~~783~~328
Deferred revenues		285,869			301,661
Judgement Payable (Note 14)		266,955			296,955
Accrued expenses		57,029			24,508
Deferred revenues		164,194			135,920
Payable to shareholders (Note 6)		364,148			239,148
Accrued expenses		49,679			57,478
Stock Payable (Note 10)		44,000			-
Payable to shareholders (Note 6)		90,148			12,148
Total Current Liabilities		4,454,661			3,447,605
Settlement Payable (Note 10)		125,000			125,000
Equipment Loan Payable (Note 9)		3,383			4,767
Stock Payable		-			10,000
Equipment Lease Payable (note 10)		25,920			30,780
Total Current Liabilities		3,539,704			3,986,968
Note Payable (Note 14)		1,500,000			-
Equipment Loan Payable (Note 9)		692			2,767
TOTAL LIABILITIES		5,983,964			3,483,152
Equipment Lease Payable (Note 10)		6,480			12,960
TOTAL LIABILITIES		3,546,875			4,002,695
Commitments and contingencies		-			-
Stockholders' Deficit
Preferred stock, $.001 par value, 20,000,000 shares authorized, 0 shares issued and outstanding as of 04/30/08 and 01/31/08 (Note 8)		-			-
Preferred stock, $.001 par value, 20,000,000 shares authorized, 0 shares issued and outstanding as of 04/30/09 and 01/31/09 (Note 8)		-			-
Common stock, $.001 par value, 500,000,000 shares authorized, 80,729,984 shares issued and outstanding as of 04/30/08 and 80,552,254 shares issued and outstanding as of 01/31/08 (Note 8)		80,730			80,552
Common stock, $.001 par value, 500,000,000 shares authorized, 297,081,407 shares issued and outstanding as of 04/30/09 and 261,348,938 shares issued and outstanding as of 01/31/09 (Note 8)		297,081			261,349
Additional paid-in capital		711,~~998~~637,~~512~~553			710,~~233~~426,~~835~~270
Deferred compensation		(~~375~~136,~~912~~241	)		(~~435~~194,~~009~~681	)
Accumulated Deficit		(1114,~~226~~927,~~675~~238	)		(914,~~305~~043,~~469~~314	)
Total Stockholders' Deficit		(3,~~523~~128,~~345~~843	)		(23,~~426~~550,~~091~~376	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	2418,~~460,619~~032		$	1452,~~057,061~~319

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

MEGA MEDIA GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
	Three Months Ended April 30,
	2008			2007
	2009			2008
	(unaudited)			(unaudited)
	(Unaudited)			(Unaudited)
Revenues:
Advertising revenues	$	~~237~~361,~~250~~116		$	~~955~~237,~~241~~250
Other revenues		711,~~964~~292			~~113~~7,~~344~~964
Total Revenues		~~245~~372,~~214~~409			1245,~~068,585~~214
Operating Expenses		770,632			747,031
Operating expenses		383,823			770,632
Selling, general and administrative		~~609~~746,~~369~~114			~~897~~609,~~825~~369
Depreciation and amortization		5441,~~423~~583			4454,~~378~~423
		1,434,425			1,689,234
		1,171,519			1,434,424
Net loss from operations		(1799,~~189,211~~110	)		(~~620~~1,~~649~~189,210	)
Other Expenses:
Interest Expenses		731,995			25,156
Interest expense		47,797			81,677
Net loss before tax benefit		(1,921,206	)		(645,805	)
Beneficial conversion expense		37,016			525,640
Tax benefit
Net loss before tax benefit		(883,924	)		(1,796,526	)
Net loss	$	(1,921,206	)	$	(645,805	)
Tax benefit		-			-
Basic and diluted loss per share		(0.02	)		(0.04	)
Net loss	$	(883,924	)	$	(1,796,526	)
Weighted-Average shares used in computation of basic and diluted loss per share		79,750,352			17,676,595
Basic and diluted loss per share		(0.003	)		(0.023	)
Weighted-Average shares used in computation of basic and diluted loss per share		269,140,866			79,750,352

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

MEGA MEDIA GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
	April 30,			April 30,
	2008			2007
	2009			2008
	(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1883,~~921,206~~924	)	$	(~~645~~1,~~805~~796,526	)
Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation and amortization		5441,~~423~~583			4454,~~378~~423
Beneficial conversion of loans from shareholders		~~650~~37,~~320~~016			-525,640
Stock options issued to officers for services		~~6,720~~-			-6,720
Stock compensation for consulting services		5958,~~097~~440			159,~~000~~097
Stock compensation for legal services		20,000			-
Stock issued to officers for services		20,000			-
Changes in operating assets and liabilities:
(Increase) in note receivable		(1,400,000	)		-
(Increase) in accounts receivable		3,582			(78,150	)
(Increase) in accounts receivable		(78,150	)		28,079
(Increase) in accrued revenues					(3,222	)
(Increase) decrease in accrued revenues		(3,222	)		-
(Increase) in prepaid expenses		13,307			22,995
(Increase) decrease in prepaid expenses		22,995			22,995
Increase in bank overdraft		-			14,178
Increase in bank overdraft		14,178			-
Increase in accounts payable		417,841			302,640
Increase in note payable		1,400,000			-
Increase in stock payable					44,000
Increase in accounts payable		302,640			(23,265	)
Increase in accrued officers' compensation		7,200			18,021
Increase in stock payable		44,000			-
Increase in accrued expenses		63,533			32,521
Increase in sales tax payable		-			(276	)
Increase in deferred revenue		28,274			(15,792	)
Increase in accrued officers' compensation		18,021			19,039
Increase in payroll liabilities		87,887			133,988
Increase in accrued expenses		32,521			23,292
Total adjustments		798,665			1,117,059
Increase in deferred revenue		(15,792	)		84,349
NET CASH USED BY OPERATING ACTIVITIES		(85,260	)		(679,467	)
Increase in payroll liabilities		133,988			145,314
Increase in other current liabilities		-			5,902
Total adjustments		1,241,739			350,807
NET CASH USED BY OPERATING ACTIVITIES		(679,467	)		(294,998	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Master records		-			~~(14,000~~-	)
Fixed assets		~~(4,860~~-	)		~~(15,100~~-	)
CASH USED BY INVESTING ACTIVITIES		(4,860	)		(29,100	)
CASH PROVIDED (USED) BY INVESTING ACTIVITIES		-			-
CASH FLOWS FROM FINANCING ACTIVITIES:
Loan proceeds, net of repayments		463,616			94,329
Loan proceeds		-			465,000
Loans from shareholders		125,000			233,030
Equipment loan repayments		(2,076	)		(1,384	)
Loans from related parties		(12,500	)		(5,000	)
Proceeds from loans from shareholders		78,000			125,000
Capital Contributions		52,719			-
Repayments of loans from related parties		-			(12,500	)
Sale of common stock		-			50,000
Repayments of judgement payable		(30,000	)		-
Options exercised by officers		55,096			-
Equipment lease repayments		(6,480	)		(4,860	)
CASH PROVIDED BY FINANCING ACTIVITIES		683,931			372,359
Capital Contributions		-			52,719
NET INCREASE IN CASH		(396	)		48,261
Sale of common stock		70,000			-
CASH: Beginning of period		396			37,444
Options exercised by officers		-			55,096
End of period	$	(0	)	$	85,705
CASH PROVIDED BY FINANCING ACTIVITIES		109,444			679,071
NET INCREASE IN CASH		24,184			(396	)
CASH: Beginning of period		13,877			396
End of period	$	38,061		$	-	)
Supplemental disclosure of noncash financing and investing activities:
Cash paid during the period for income taxes	$	~~2,275~~-		$	2,275
Cash paid during the period for interest	$	167,~~674~~362		$	2516,~~156~~674
Non Cash Financing and Investing Activities:
Preferred stock issued for services	$	-		$	1,100
Stock issued in exchange for debt		1,090,000			-
Stock issued for conversions of loans payable	$	10,000		$	-
Increase in note receivable	$	-		$	1,400,000
Increase in note payable	$	-		$	1,400,000

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

MEGA MEDIA GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts and Disclosures at and for the three months

Ended April 30, ~~2008~~2009 and ~~2007~~2008 Are Unaudited)

NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS

Mega Media Group, Inc. (the “MMG”) was incorporated in New York State on February 3, 2004. The Company is a multi-media holding company with five wholly owned subsidiaries. The Company’s focus is mainstream entertainment and media. The corporate headquarters is located in Brooklyn, NY.

As reflected in the accompanying combined financial statements, the Company has an accumulated deficit of $914,~~305~~043,~~469~~314 at January 31, ~~2008~~2009 that includes losses of $34,~~055~~737,~~461~~845 for the year ended January 31, ~~2008~~2009 and a working deficit of $3,~~302~~811,~~951~~930 at January 31, ~~2008~~2009. Also, as reflected in the accompanying combined financial statements, the Company has an accumulated deficit of $1114,~~226~~927,~~675~~238 and $611,~~792~~101,~~525~~995 at April 30, ~~2008~~2009 and ~~2007~~2008 respectively that includes losses of $1883,~~921,206~~924 and $~~645~~1,~~805~~796,526 for three months ended April 30, ~~2008~~2009 and ~~2007~~2008 respectively and a working deficit of $43,~~252~~357,~~026~~370 and $34,~~676~~252,~~083~~026 at April 30, ~~2008~~2009 and ~~2007~~2008 respectively. The Company’s shareholders have funded the losses and cash shortfalls allowing management to develop sales and contingencies plans. The Company’s also arranging for additional funding. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Management has taken the following steps to revise its operating and financial requirements, which it believes are sufficient to provide the Company with the ability to continue as a going concern. The Company is actively pursing additional funding and a potential merger or acquisition candidate and strategic partners, which would enhance stockholders’ investment. Management believes that the above actions will allow the Company to continue operations through the next fiscal year.

NOTE-2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~Preparation~~Basis of ~~Interim~~ ~~Financial Statements~~Consolidation

The accompanying unaudited consolidated financial statements were prepared by Mega Media Group, Inc. pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, in the opinion of management, include all adjustments (consisting of normal recurring accruals and adjustments necessary for adoption of new accounting standards) necessary to present fairly the results of the interim periods shown. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States have been condensed or omitted pursuant to such SEC rules and regulations. Management believes that the disclosures made are adequate to make the information presented not misleading. Due to seasonality and other factors, the results for the interim periods are not necessarily indicative of results for the full year. The financial statements contained herein should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2008Annual Report on Form 10-KSB/A filed May 20, 2008 .

Basis Of Consolidation

The accompanying consolidated financial statements include the accounts of the Mega Media Group Inc., and its subsidiary Mega Media Film, Inc., Mega Media Studios, Inc., Mega Media Records, Inc., VSE Magazine, Inc., and Echo Broadcasting Group, Inc. All significant intercompany balances and transactions have been eliminated.

Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that effects the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the of the combined financial statements and the reported amounts of revenue and expenses during the reported period. Actual results could differ from these estimates.

Cash ~~And~~and Cash Equivalents

Short-term investments with an original maturity of three months or less are considered to be cash equivalents.

Depreciation and Amortization

The cost of furniture and equipment is depreciated over the estimated useful lives of the related assets. The cost of leaseholds improvements is amortized over the lesser of the length of the related lease or the estimated useful life of the assets. Depreciation is computed on a straight line basis, with lives ranging from 3 to 7 years. Leasehold improvements are amortized over the life of the lease.

Master Records

The Company records the cost of a record master borne by the Company as an asset if the past performance and current popularity of the artist provides a sound basis for estimating that the cost will be recovered from future sales. Otherwise, that cost is charged to expense. The amount recognized as an asset is amortized over the estimated life of the recorded performance.

Accounts Receivable

Accounts receivable are stated at the amount management expects to collect from outstanding balances. Management provides for probable uncollected amounts through a charge to earnings and a credit to aan allowance for bad debts based on its assessment of the current status of individual accounts. Balances that are still outstanding after management has used reasonable collection efforts are written off through a charge to the allowance for bad debts and a credit to accounts receivable.

Revenue Recognition

The Company recognizes revenue for broadcast advertising when the commercial is broadcast and is reported, net of agency and outside sales representative commissions, in accordance with Staff Accounting Bulletin (“SAB”) No. 104, Topic 13, “Revenue Recognition, Revised and Updated.” Agency and outside sales representative commissions are calculated based on a stated percentage applied to gross billing. Generally, clients remit the gross billing amount to the agency or outside sales representative, and the agency or outside sales representative remits the gross billing, less their commission, to the Company.

Financial Instruments

Due to their short maturity, the carrying amounts of accounts and notes receivable, accounts payable, accrued liabilities, and short-term borrowings approximated their fair values at April 30, ~~2008~~2009 and January 31, ~~2008~~2009.

Income Taxes

The Company accounts for income taxes using the liability method. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting bases and tax bases of assets and liabilities and are measured using the enacted tax rates expected to apply to taxable income in the periods in which the deferred tax asset or liability is expected to be realized or settled. Deferred tax assets are reduced by valuation allowances if the Company believes it is more likely than not that some portion or all of the ~~asset~~assets will not be realized.

Certain Reclassifications

The Company has reclassified a portion of prior quarters selling, general and administrative expense to be included as a separate component of operating expenses.

Barter Transactions

The Company provides broadcast advertising time in exchange for advertising time in other media, as well as certain goods and services. The terms of the exchanges generally permit the Company to preempt such broadcast time in favor of advertisers who purchase time in exchange for cash. The Company includes the value of such exchanges in both broadcasting net revenues and station operating expenses. The valuation of barter time is based upon the fair value of the advertising time provided and goods and services received. For the year ended January 31, ~~2008~~2009, barter transactions reflected in net broadcast revenue, operating expenses and selling, general and administrative expenses were approximately $~~290~~134,~~896~~931. For the three months ended April 30, ~~2008~~2009 and ~~2007~~2008, barter transactions reflected in net broadcast revenue, operating expenses and selling, general and administrative expenses were approximately $214,~~268~~000 and $9721,~~753~~268 respectively.

On July 16th, 2007 VSE Magazine, Inc., a subsidiary of the Company, entered into asset and trademark purchase agreements to acquire a Russian language publication currently operating under the name “METPO” that is distributed in the greater New York metro area. The total consideration for this transaction was $200,000 of advertising time on a related company’s radio station, Radio VSE.8

Recently Adopted Accounting Principles

In December 2007, FASB issued SFAS No. 141 (revised 2007), Business Combinations (“SFAS No. 141R”). SFAS No. 141R is a revision to SFAS No. 141 and includes substantial changes to the acquisition method used to account for business combinations (formerly the “purchase accounting” method), including broadening the definition of a business, as well as revisions to accounting methods for contingent consideration and other contingencies related to the acquired business, accounting for transaction costs, and accounting for adjustments to provisional amounts recorded in connection with acquisitions. SFAS No. 141R retains the fundamental requirement of SFAS No. 141 that the acquisition method of accounting be used for all business combinations and for an acquirer to be identified for each business combination. SFAS No. 141R is applied prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. We adopted SFAS No. 141R effective February 1, 2009. The adoption of SFAS No. 141R did not have a material impact on our consolidated financial statements for the three months ended April 30, 2009 because we did not complete any business combinations in the first quarter of 2009.

On December 4, 2007, the FASB issued SFAS No. 160, “Noncontrolling Interest in Consolidated Financial Statements”. SFAS No. 160 requires all entities to report noncontrolling (minority) interests in subsidiaries as equity in the consolidated financial statements. The statement establishes a single method of accounting for changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation and expands disclosures in the consolidated financial statements. We adopted SFAS No. 160 effective February 1, 2009. The adoption of SFAS No. 160 did not have a material impact on our consolidated financial statements for the three months ended April 30, 2009.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities”. The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. We adopted SFAS No. 160 effective February 1, 2009. The adoption of SFAS 161 did not have a material impact on the Financial Statements.

In April 2008, the FASB issued Staff Position FAS 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP FAS 142-3”) which amends the factors an entity should consider in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FAS No. 142, “Goodwill and Other Intangible Assets” (“FAS No. 142”). FSP FAS 142-3 applies to intangible assets that are acquired individually or with a group of assets and intangible assets acquired in both business combinations and asset acquisitions. It removes a provision under FAS No. 142, requiring an entity to consider whether a contractual renewal or extension clause can be accomplished without substantial cost or material modifications of the existing terms and conditions associated with the asset. Instead, FSP FAS 142-3 requires that an entity consider its own experience in renewing similar arrangements. An entity would consider market participant assumptions regarding renewal if no such relevant experience exists. We adopted SFAS No. 142-3 effective February 1, 2009. The adoption of FSP FAS 142-3 had no impact on the Financial Statements.

In June 2008, the FASB issued FSP No. EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities” (“FSP EITF 03-6-1”). FSP EITF 03-6-1 concludes that unvested share-based payment awards that contain rights to receive non-forfeitable dividends or dividend equivalents are participating securities, and thus, should be included in the two-class method of computing earnings per share (“EPS”). We adopted EITF 03-6-1 effective February 1, 2009. The adoption of FSP EITF 03-6-1 did not have a material impact on the Financial Statements

New Accounting Pronouncements

In ~~March~~December 2008, the FASB issued ~~SFAS~~FSP ~~161~~132(R)-1, “Employers’ Disclosures about ~~Derivative~~ ~~Instruments~~Postretirement ~~and~~Benefit ~~Hedging~~Plan ~~Activities~~Assets”. ~~The~~(FSP ~~new~~132(R)-1). ~~standard~~FSP is132(R)-1 ~~intended~~requires additional todisclosures ~~improve financial~~for ~~reporting~~plan ~~about~~assets ~~derivative~~of ~~instruments~~defined ~~and~~benefit ~~hedging~~pension ~~activities~~or byother ~~requiring~~postretirement ~~enhanced~~plans. ~~disclosures~~The torequired ~~enable~~disclosures ~~investors~~include toa ~~better~~description ~~understand~~of ~~their~~our ~~effects~~investment onpolicies anand ~~entity’s~~strategies, ~~financial~~the ~~position,~~fair ~~financial~~value ~~performance~~of each major category of plan assets, the inputs and ~~cash flows.~~valuation Ittechniques isused ~~effective~~to ~~for~~measure ~~financial~~the ~~statements~~fair ~~issued~~value of ~~for~~plan ~~fiscal~~assets, ~~years~~the ~~and~~effect of fair value measurements using significant ~~interim~~unobservable ~~periods~~inputs ~~beginning~~on ~~after~~changes ~~November 15,~~in ~~2008~~plan assets, ~~with~~and ~~early~~the ~~application~~significant ~~encouraged~~concentrations of risk within plan assets. ~~The~~FSP ~~Company~~132 is(R)-1 ~~currently~~does ~~evaluating~~not change the accounting ~~impact~~treatment offor ~~adopting~~postretirement ~~SFAS~~benefits ~~161~~plans. FSP 132(R)-1 is oneffective ~~its~~for ~~consolidated~~us ~~financial~~for ~~statements~~fiscal year 2009.

OnIn ~~December 4~~April 2009, ~~2007,~~ the FASB issued ~~SFAS~~FSP ~~No.~~FAS ~~160~~157-4, ~~Noncontrolling~~“Determining ~~interest~~Fair inValue When ~~Consolidated~~Volume ~~Financial~~and ~~Statements~~Level ~~(SFAS~~of ~~No.~~Activity ~~160). SFAS~~for ~~No.~~the ~~160~~Asset or Liability Have Significantly ~~requires~~Decreased ~~all~~and ~~entities~~Identifying toTransactions ~~report~~That ~~noncontrolling~~Are Not Orderly” (~~minority~~FSP 157-4). ~~interests in~~FSP ~~subsidiaries~~157-4 asprovides ~~equity~~guidance inon how to determine the ~~consolidated~~fair ~~financial~~value ~~statements. The~~of assets and ~~statement~~liabilities ~~establishes~~when athe ~~single~~volume ~~method~~and level of ~~accounting~~activity for ~~changes~~the inasset/liability ~~a parent’s~~has ~~ownership~~significantly ~~interest~~decreased. inFSP a157-4 ~~subsidiary~~also provides guidance on identifying circumstances that doindicate a transaction is not ~~result~~orderly. inIn ~~deconsolidation~~addition, ~~and~~FSP 157-4 ~~expands~~requires ~~disclosures~~disclosure in interim and annual periods of the ~~consolidated~~inputs ~~financial~~and ~~statements. SFAS~~valuation ~~No.~~techniques ~~160~~used isto ~~effective~~measure ~~for~~fair ~~fiscal~~value ~~years~~and ~~beginning~~a ~~after~~discussion ~~December~~of ~~15,~~changes ~~2008~~in ~~and~~valuation ~~interim~~techniques. ~~periods~~FSP ~~within~~157-4 ~~those~~is ~~fiscal~~effective ~~years. We~~for ~~have~~us ~~not~~beginning ~~yet~~in ~~determined~~ the ~~impact~~second quarter of fiscal ~~the~~year 2009. The adoption of ~~SFAS~~FSP ~~No.~~157-4 ~~160~~is not expected to have a significant impact on our consolidated financial ~~statements~~ ~~and footnote disclosures~~statements.

On December 4, 2007, the FASB issued SFAS No.141R, Business Combinations (SFAS No. 141R). SFAS No. 141R requires the acquiring entity in a business combination to recognize all the assets acquired and liabilities assumed, establishes the acquisition date fair value as the measurement objective for all assets acquired and liabilities assumed, and requires the acquirer to expand disclosures about the nature and financial effect of the business combination. SFAS No. 141R is effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. We have not yet determined the impact of the adoption of SFAS No. 141R on our consolidated financial statements and footnote disclosures.9

In ~~September 2006~~April 2009, the FASB issued ~~Statement~~FSP ofFAS ~~Financial~~115-2 ~~Accounting~~and ~~Standards (~~FAS 124-2, “~~SFAS~~Recognition and Presentation of Other-Than-Temporary Impairment”) No(FSP 115-2/124-2). ~~157,~~FSP 115-2/124-2 ~~“Fair~~amends ~~Value~~the ~~Measurements”,~~requirements ~~which~~for ~~establishes~~the arecognition ~~framework~~and measurement of other-than-temporary impairments for debt securities by modifying the ~~reporting~~pre-existing ~~fair~~“intent and ~~expands~~ability” ~~disclosure~~indicator. ~~about~~Under ~~fair~~FSP ~~value~~115-2/124-2, another-than-temporary ~~measurements.~~impairment ~~SFAS~~is ~~No.~~triggered when there is an intent to sell ~~157~~the security, it is ~~effective~~more ~~for~~likely ~~financial~~than ~~statements~~not ~~issued~~that ~~for~~the ~~fiscal~~security ~~years~~will ~~beginning~~be required to ~~after~~be ~~November~~sold 15before recovery, ~~2007~~or ~~and~~the ~~interim~~security ~~periods~~is ~~within~~not ~~those~~expected ~~fiscal~~to ~~years.~~recover ~~The~~the entire ~~adoption~~amortized cost basis of ~~this~~the ~~standard~~security. ~~had~~Additionally, noFSP ~~impact~~115-2/124-2 onchanges the presentation ~~Company’s~~of ~~financial~~another-than-temporary ~~position~~impairment ~~or results~~in ofthe ~~operations.~~income statement for those impairments

6In April 2009, the FASB issued FSP FAS 107-1 and APB 28-1, “Interim Disclosure about Fair Value of Financial Instruments” (FSP 107-1/APB 28-1). FSP 107-1/APB 28-1 requires interim disclosures regarding the fair values of financial instruments that are within the scope of FAS 107, “Disclosures about the Fair Value of Financial Instruments.” Additionally, FSP 107-1/APB 28-1 requires disclosure of the methods and significant assumptions used to estimate the fair value of financial instruments on an interim basis as well as changes of the methods and significant assumptions from prior periods. FSP 107-1/APB 28-1 does not change the accounting treatment for these financial instruments and is effective for us beginning in the second quarter of fiscal year 2009.

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities-Including an amendment of FASB Statement No. 115, (“SFAS No. 159”). SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of this Statement apply only to entities that elect the fair value option. However, the amendment to FASB Statement No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” (“SFAS No. 115”), applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective for the Company’s consolidated financial statements for the annual reporting period beginning after November 15, 2007. The adoption of SFAS 159 is not expected to have impact on the consolidated financial position or results of operations.

NOTE 3 – ACCOUNTS RECEIVABLE

Accounts receivable consist of the following:	April 30, ~~2008~~2009			January 31, ~~2008~~2009
Accounts receivable-trade	$	~~159~~147,~~186~~273		$	81150,~~036~~855
Allowance for doubtful accounts		(13,000	)		(13,000	)
	$	~~146~~134,~~186~~273		$	68137,~~036~~855

NOTE 4 – FIXED ASSETS

	April 30, 2008		January 31, 2008
	April 30, 2009		January 31, 2009
Fixed Assets consist of the following:
Equipment	$	~~505~~518,~~065~~210	$	~~505~~518,~~065~~210
Leasehold		230,969		230,969
Furniture		38,162		38,162
Trucks		41,188		41,188
Computer software		4345,~~988~~940		4345,~~988~~940
		859,372		859,372
		874,469		874,469
Less accumulated depreciation		~~512~~688,~~553~~267		~~468~~646,~~129~~684
	$	~~346~~186,~~821~~202	$	~~391~~227,~~243~~785

Depreciation expense was $4441,~~423~~583 and $44,~~378~~423 for the three months ended April 30, ~~2008~~2009 and ~~2007~~2008 respectively.

~~In August 2007 Company disposed one of its trucks. In addition, in August 2007 Company abandoned leasehold improvements for one of its office locations, since the lease agreement was terminated.~~10

NOTE 5 – INTANGIBLE ASSETS

	April 30, 2008			January 31, 2008
	April 30, 2009			January 31, 2009
Intangible Assets consist of the following:
Master records	$	320,676		$	320,676
Other intangible assets (see Note 2)		200,000			200,000
Other intangible assets (see Notes 2 & 15)		-			-
Less accumulated amortization		(~~229~~320,~~009~~676	)		(~~219~~320,~~009~~676	)
	$	~~291,667~~-		$	~~301,667~~-

Amortization expense was $0 and $10,000 ~~and $0~~ for the three months ended April 30, ~~2008~~2009 and ~~2007~~ 2008.

NOTE 6 – LOANS FROM SHARESHOLDERS AND RELATED PARTY TRANSACTIONS

~~In June,~~During ~~2007~~ the ~~company~~year ~~entered~~ended ~~into~~January ~~debt~~31, ~~conversion~~2009, ~~agreements~~the ~~with~~Company ~~company's shareholders~~borrowed ~~according to which loans~~ from its shareholders ~~and certain~~ five loans ~~due to related party in the amount~~ of $~~877~~50,000, ~~were~~$50,000, ~~converted~~$75,000 ~~into~~($5,000 ~~shares~~was ofrepaid), ~~common stock at the conversion prices of~~ $~~0.30~~50,000 and $~~0.25~~150,000 ~~per share. These conversion~~a ~~agreements~~total ~~were part~~ of ~~the reverse merger agreement between the company and Family Healthcare Solutions~~$375, ~~Inc~~000.~~, a Nevada Corporation (see note 12).~~

InOn January ~~2008~~16, 2009 the ~~company~~Company ~~borrowed~~issued ~~two~~to ~~loans~~certain ofshareholders ~~$100~~63,~~000~~651,741 ~~each~~shares ~~from the~~in ~~shareholders.~~exchange ~~Each~~for ~~loan~~satisfaction ~~has~~of ~~a beneficial conversion clause proving~~ the ~~option that~~loans ~~the~~from ~~loan~~shareholders ~~can~~for ~~be converted into~~ the ~~company’s~~principles ~~common shares at a discount~~ of ~~20% to market value, with a conversion price limit not to exceed~~ $~~.40 per share. The company recognizes beneficial conversion features in accordance with the FASB Emerging Issues Task Force Issue 98-5. Accordingly~~596,999 ~~the~~and ~~company~~accrued ~~fully amortized the discount through the~~ interest ~~expense in the amount~~ of $5139,~~810~~518, at ~~the~~ ~~date~~conversion ofprices ~~issuance~~ of ~~the~~$0.01 ~~loans~~per share.

At January 31, ~~2008~~2009 total loans payable to shareholders of $~~239~~12,148 and due to related party of $~~398~~69,~~783 mature in various amounts from July 11, 2008 to January 24, 2009 and have a stated interest rate of 9%~~328.

During the three ~~months~~month ended ~~04/~~April 30~~/08~~,2009, the Company borrowed from its shareholders three loans of $5040,000, $5020,000, and $2518,000, for a total of $~~125~~78,000. ~~Loans~~Each ~~from~~loan has interest ~~shareholders~~payable ~~mature~~on inthe ~~various~~unpaid ~~amounts~~balance ~~from~~at ~~July~~the 12rate of 9% with the initial maturity date as of October 1, ~~2008~~2009. Each loan has a beneficial conversion clause providing the option that the loan can be converted into the company’s common shares at a discount of 20% to ~~September~~market 18value, ~~2008~~with a conversion price limit not to exceed ~~and~~$.05 ~~have~~per ashare. ~~stated~~The company recognizes beneficial conversion features in accordance with the FASB Emerging Issues Task Force Issue 98-5. Accordingly, for each loan, the company fully amortized the discount through the interest ~~rate~~expense in the amount of 9%$15,249, $7,624 and $14,143 respectively at the date of issuance of each loan.

At April 30, ~~2008~~2009 total loans payable to shareholders of $~~364~~90,148 and due to related ~~party~~ party of $~~386~~69,~~283 mature in various amounts from July 11, 2008 to January 24, 2009 and have a stated interest rate of 9%~~328.

Certain founding shareholders of Echo Broadcasting Group Inc. have received free advertising time on Radio VSE. The fair market value of these services was $0 and $176,130 at April 30, 2008 and January 31, 2008 respectively.

NOTE 7 - LOANS PAYABLE

During fiscal 2006, the Company ~~borrowed~~borrows two loans of $ 220,000 each,. aA total of $440,000 payable on June 7, ~~2007. ("STATUS")~~2008, ~~Extended~~with ~~for~~the 12maturity date subsequently extended ~~months~~June 7, 2009. The interest rate is the ubs rate plus 5.5%.

~~The~~During ~~interest~~2007, ~~rate~~the Company borrowed $250,000 from First Capital Invest Corp (“FCIC”), Swiss-based financial institution. Loan is ~~the~~payable ~~UBS~~in ~~Rate~~six ~~plus~~months 5from the inception.~~5%.~~

~~During~~On July ~~2007~~15, 2008, the Company ~~borrowed~~issued ~~$250,000~~to ~~from~~FCIC ~~First~~2,729,014 ~~Capital~~shares ~~Invest~~in ~~Corp~~exchange ~~(“FCIC”),~~for ~~Swiss-based~~satisfaction ~~financial~~of ~~institution.~~the Loan isAgreement ~~payable~~dated inMarch ~~six~~14, ~~months~~2007, ~~from~~for the ~~inception.~~ ~~Due~~principal ~~date~~of $250,000 onand ~~the~~accrued ~~loan~~interest isof ~~extended~~$29,301, toat ~~June~~conversion ~~30,~~price ~~2008~~0.10 per share.

In August 2007, the Company borrowed $105,000 from Ocean Bridge, Inc. Loan has interest payable on the unpaid balance at the rate of 12%. ~~Loan matures on February 28, 2008.~~

InOn ~~February~~January ~~2008 the Company borrowed $90~~16,~~000~~ ~~from ESJA Enterprises Inc. Loan has interest payable on the unpaid balance at the rate of 9%. Loan matures on August 20~~2009, ~~2008. Loan has a beneficial conversion clause proving~~ the ~~option~~Company ~~that~~issued ~~the loan can be converted into the company’s common shares at~~ a ~~discount~~credit offor ~~20%~~radio ~~to market~~advertising ~~value, with a conversion price limit not~~ to ~~exceed $.40 per share. The~~satisfy ~~company recognizes beneficial conversion features~~ in ~~accordance~~part ~~with~~ the ~~FASB Emerging~~Loan ~~Issues~~Agreement ~~Task~~dated ~~Force~~August ~~Issue~~17, ~~98-5. Accordingly~~2007, ~~the~~for ~~company~~principle ~~fully amortized the discount through the interest expense in the amount~~ of $5825,~~171 at the date of issuance of the loan~~000.

8On January 16, 2009 the Company issued to Ocean Bridge, Inc. 9,794,220 shares to satisfy in part the Loan Agreement dated August 17, 2007, for outstanding principle of $80,000 and accrued interest of $17,942, at a conversion price 0.01 per share.

In February 2008 the Company borrowed $~~100~~90,000 from FDESJA ~~Import~~Enterprises ~~& Export Corp~~Inc. Loan has interest payable on the unpaid balance at the rate of 9%. Loan matures on ~~September 28~~August 20, 2008. Loan has a beneficial conversion clause ~~proving~~providing the option that the loan can be converted into the company’s common shares at a discount of 20% to market value, with a conversion price limit not to exceed $.40 per share. The company recognizes beneficial conversion features in accordance with the FASB Emerging Issues Task Force Issue 98-5. Accordingly, the company fully amortized the discount through the interest expense in the amount of $~~145~~75,~~665~~894 at the date of issuance of the loan.

In March 2008 the Company borrowed another $100,000 from FD Import & Export Corp. Loan has interest payable on the unpaid balance at the rate of 9%. Loan matures on September 28, 2008. Loan has a beneficial conversion clause proving the option that the loan can be converted into the company’s common shares at a discount of 20% to market value, with a conversion price limit not to exceed $.40 per share. The company recognizes beneficial conversion features in accordance with the FASB Emerging Issues Task Force Issue 98-5. Accordingly, the company fully amortized the discount through the interest expense in the amount of $39,286 at the date of issuance of the loan.11

~~In March~~On ~~2008~~January ~~the Company borrowed $75~~16,~~000~~ ~~from~~2009 ~~Tangiers Investors LP. Loan has interest payable on~~ the ~~unpaid~~Company ~~balance~~issued atto ~~the~~ESJA ~~rate~~Enterprises, ~~of 9~~Inc.~~9%.~~ ~~Loan matures on March 24~~9, ~~2010.~~000,000 ~~Loan has a beneficial conversion clause proving the option that the loan~~shares ~~can~~to besatisfy ~~converted~~in ~~into~~part the ~~company’s~~Loan ~~common~~Agreement ~~shares~~dated atFebruary a21, ~~discount~~2008, offor ~~30%~~principle ~~to market~~of ~~value~~$90,000, ~~with~~at a conversion price ~~limit not to exceed $~~0.5001 per share. The company recognizes beneficial conversion features in accordance with the FASB Emerging Issues Task Force Issue 98-5. Accordingly, the company fully amortized the discount through the interest expense in the amount of $24,668 at the date of issuance of the loan.

In February 2008 the Company borrowed $100,000 from FD Import & Export Corp. Loan has interest payable on the unpaid balance at the rate of 9%. Loan matures on September 28, 2008. Loan has a beneficial conversion clause providing the option that the loan can be converted into the company’s common shares at a discount of 20% to market value, with a conversion price limit not to exceed $.40 per share. The company recognizes beneficial conversion features in accordance with the FASB Emerging Issues Task Force Issue 98-5. Accordingly, the company fully amortized the discount through the interest expense in the amount of $100,000 at the date of issuance of the loan.

On August 29, 2008 the Company issued to FD Import & Export Corp. 3,519,308 shares to satisfy in part the Loan Agreement dated February 28, 2008, for principle of $71,512, at a conversion price 0.02032 per share.

In March 2008 the Company borrowed another $100,000 from FD Import & Export Corp. Loan has interest payable on the unpaid balance at the rate of 9%. Loan matures on September 28, 2008. Loan has a beneficial conversion clause providing the option that the loan can be converted into the company’s common shares at a discount of 20% to market value, with a conversion price limit not to exceed $.40 per share. The company recognizes beneficial conversion features in accordance with the FASB Emerging Issues Task Force Issue 98-5. Accordingly, the company fully amortized the discount through the interest expense in the amount of $64,031 at the date of issuance of the loan.

On January 16, 2009 the Company issued to FD Import & Export Corp 14,176,742 shares to satisfy the Loan Agreement dated February 28, 2008, for outstanding principle of $28,487.67 and Loan Agreement dated March 10, 2008, for principle of $100,000 and total accrued interest of $13,279, at a conversion price 0.01 per share.

On March 25, 2008 the Company borrowed $75,000 from Tangiers Investors LP. Loan has interest payable on the unpaid balance at the rate of 9.9%. Loan matures on March 24, 2010. Loan has a beneficial conversion clause providing the option that the loan can be converted into the company’s common shares at a discount of 30% to market value, with a conversion price limit not to exceed $.50 per share. The company recognizes beneficial conversion features in accordance with the FASB Emerging Issues Task Force Issue 98-5. Accordingly, the company fully amortized the discount through the interest expense in the amount of $0 at the date of issuance of the loan.

On October 2, 2008, the Company issued to Tangiers Investors LP 443,656 shares in exchange for partial satisfaction of the Loan Agreement dated March 25, 2008, for the principal of $5,000, at conversion price 0.01127 per share.

On January 5, 2009, the Company issued to Tangiers Investors LP 350,878 shares in exchange for partial satisfaction of the Loan Agreement dated March 25, 2008, for the principal of $2,000, at conversion price 0.0057 per share.

On January 16, 2009, the Company issued to Tangiers Investors LP 571,428 shares in exchange for partial satisfaction of the Loan Agreement dated March 25, 2008, for the principal of $2,000, at conversion price 0.0035 per share.

On May 29, 2008 the Company borrowed $100,000 from Jaworek Capital LLC. Loan had interest payable on the unpaid balance at the rate of 9% with the initial maturity date as of May 28, 2009. Loan had a beneficial conversion clause providing the option that the loan can be converted into the company’s common shares at a discount of 20% to market value, with a conversion price limit not to exceed $.40 per share. The company recognizes beneficial conversion features in accordance with the FASB Emerging Issues Task Force Issue 98-5. Accordingly, the company fully amortized the discount through the interest expense in the amount of $24,309 at the date of issuance of the loan.

On July 2, 2008, the Company issued to Jaworek Capital LLC 1,229,435 shares in exchange for satisfaction of the Loan Agreement dated May 29, 2008, for the principal of $100,000 and accrued interest of $814, at conversion price 0.0820 per share.

On June 16, 2008 the Company borrowed another $100,000 from Jaworek Capital LLC. Loan had interest payable on the unpaid balance at the rate of 9% with the initial maturity date as of June 15, 2009. Loan had a beneficial conversion clause providing the option that the loan can be converted into the company’s common shares at a discount of 20% to market value, with a conversion price limit not to exceed $.40 per share. The company recognizes beneficial conversion features in accordance with the FASB Emerging Issues Task Force Issue 98-5. Accordingly, the company fully amortized the discount through the interest expense in the amount of $14,679 at the date of issuance of the loan.

On July 2, 2008, the Company issued to Jaworek Capital LLC 1,224,023 shares in exchange for satisfaction of the Loan Agreement dated June 16, 2008, for the principal of $100,000 and accrued interest of $370, at conversion price 0.0820 per share.

On July 1, 2008 the Company borrowed another $100,000 from Jaworek Capital LLC. Loan had interest payable on the unpaid balance at the rate of 9% with the initial maturity date as of June 30, 2009. Loan had a beneficial conversion clause providing the option that the loan can be converted into the company’s common shares at a discount of 20% to market value, with a conversion price limit not to exceed $.40 per share. The company recognizes beneficial conversion features in accordance with the FASB Emerging Issues Task Force Issue 98-5. Accordingly, the company fully amortized the discount through the interest expense in the amount of $34,804 at the date of issuance of the loan.

Also, the Company entered into a Stock Purchase Agreement with the lender which entitles the lender to purchase 500,000 shares of the Company's common stock at a price of $0.11 cents per share for a period of 12 months from the time of the agreement. The total cost of the stock options granted was $4,350.

On August 6, 2008, the Company issued to Jaworek Capital LLC 3,241,099 shares in exchange for satisfaction of the Loan Agreement dated July 1, 2008, for the principal of $100,000 and accrued interest of $863.01, at conversion price 0.0311 per share.

On July 31, 2008 the Company borrowed another $100,000 from Jaworek Capital LLC. Loan had interest payable on the unpaid balance at the rate of 9% with the initial maturity date as of June 30, 2009. Loan had a beneficial conversion clause providing the option that the loan can be converted into the company’s common shares at a discount of 20% to market value, with a conversion price limit not to exceed $.40 per share. The company recognizes beneficial conversion features in accordance with the FASB Emerging Issues Task Force Issue 98-5. Accordingly, the company fully amortized the discount through the interest expense in the amount of $20,192 at the date of issuance of the loan.

Also, the Company entered into a Stock Purchase Agreement with the lender which entitles the lender to purchase 150,000 shares of the Company's common stock at a price of $0.075 cents per share for a period of 12 months from the time of the agreement. The total cost of the stock options granted was $0.

On August 8, 2008, the Company issued to Jaworek Capital LLC 3,138,239 shares in exchange for satisfaction of the Loan Agreement dated July 31, 2008, for the principal of $100,000 and accrued interest of $173, at conversion price 0.0319 per share.

On August 29, 2008 the Company borrowed $110,000 from Steven Fruman. Loan had interest payable on the unpaid balance at the rate of 9% with the initial maturity date as of June 25, 2009. Loan had a beneficial conversion clause providing the option that the loan can be converted into the company’s common shares at a discount of 20% to market value, with a conversion price limit not to exceed $.20 per share. The company recognizes beneficial conversion features in accordance with the FASB Emerging Issues Task Force Issue 98-5. Accordingly, the company fully amortized the discount through the interest expense in the amount of $0 at the date of issuance of the loan.

Also, the Company entered into a Stock Purchase Agreement with the lender which entitles the lender to purchase 1,000,000 shares of the Company's common stock at a price of $0.05 cents per share for a period of 12 months from the time of the agreement. The total cost of the stock options granted was $0.

On January 16, 2009, the Company issued to Steven Fruman 12,450,000 shares in exchange for satisfaction of the Loan Agreement dated August 29, 2008, for the principal of $110,000 and Loan Agreement dated May 12, 2008, for the principle of $10,000 and a total accrued interest of $4,500, at conversion price 0.01 per share.

On September 11, 2008 the Company borrowed $62,000 from Jaworek Capital LLC. Loan had interest payable on the unpaid balance at the rate of 9% with the initial maturity date as of September 25, 2009. Loan had a beneficial conversion clause providing the option that the loan can be converted into the company’s common shares at a discount of 20% to market value, with a conversion price limit not to exceed $.20 per share. The company recognizes beneficial conversion features in accordance with the FASB Emerging Issues Task Force Issue 98-5. Accordingly, the company fully amortized the discount through the interest expense in the amount of $26,571 at the date of issuance of the loan.

Also, the Company entered into a Stock Purchase Agreement with the lender which entitles the lender to purchase 85,000 shares of the Company's common stock at a price of $0.05 cents per share for a period of 12 months from the time of the agreement. The total cost of the stock options granted was $0.

On January 16, 2009, the Company issued to Jaworek Capital LLC 6,322,301 shares in exchange for satisfaction of the Loan Agreement dated September 11, 2008, for the principal of $62,000 and accrued interest of $1,223, at conversion price 0.01 per share.

On October 24, 2008 the Company borrowed $50,000 from Inga Fruman. Loan had interest payable on the unpaid balance at the rate of 9% with the initial maturity date as of November 24, 2008.

On January 16, 2009, the Company issued to Inga Fruman 5,108,493 shares in exchange for satisfaction of the Loan Agreement dated October 24, 2008, for the principal of $50,000 and accrued interest of $1,085, at conversion price 0.01 per share.

On December 1, 2008 the Company borrowed $250,000 from Robert Catell. Loan had interest payable on the unpaid balance at the rate of 10% with the initial maturity date as of June 1, 2009. Loan had a beneficial conversion clause providing the option that the loan can be converted into the company’s common shares at a discount of 20% to market value, with a conversion price limit not to exceed $.20 per share. The company recognizes beneficial conversion features in accordance with the FASB Emerging Issues Task Force Issue 98-5. Accordingly, the company fully amortized the discount through the interest expense in the amount of $82,447 at the date of issuance of the loan.

On January 16, 2009, the Company issued to Robert Catell 25,335,616 shares in exchange for satisfaction of the Loan Agreement dated December 1, 2008, for the principal of $250,000 and accrued interest of $3,356, at conversion price 0.01 per share.

On March 11, 2009, the Company issued to Tangiers Investors LP 1,452,855 shares in exchange for partial satisfaction of the Loan Agreement dated March 25, 2008, for the principal of $10,000, at conversion price 0.006883 per share.

NOTE 8 - PREFERRED AND COMMON STOCK

During the fiscal year ended January 31, 2008:

In April 2007 the Company sold 50,000 of its $.001 par value common shares to unrelated investors in private placements for $1.00 per share for proceeds of $50,000.

In June 2007 the company entered into stock conversion agreements with company's shareholders according to which all preferred shares issued to shareholders in the amount of $14,417 shall be converted into shares of common stock at the par value of 0.001 per share. These conversion agreements were part of the exchange agreement between the company and Family Healthcare Solutions, Inc., a Nevada Corporation (see Note 6).

In June 2007 as discussed, in Note 6, the company entered into debt conversion agreements with company's shareholders according to which loans from shareholders and certain loans from related party in the amount of $877,000 shall be converted into shares of common stock at the conversion prices of $0.30 and 0.25 per share.

In July 2007 the Company sold 1,000,000 of its $.001 par value common shares to unrelated investors for $0.30 per share for proceeds of $300,000. Market value of the stock at the time of sale was $0.60 per share.

In August 2007 the Company sold 166,667 of its $.001 par value common shares to unrelated investors for $0.30 per share for proceeds of $50,000. Market value of the stock at the time of sale was $0.35 per share.

On November 1, 2007, the Company issued to its attorney 177,420 unrestricted shares of common stock in pay of past and future legal services. Market value of the stock at the time of agreement was $0.31 per share.

On November 9, 2007, the Company issued to Island Broadcasting Company 3,000,000 restricted shares of common stock as a part of new Time Brokerage Agreement (see Note 10). Market value of the stock at the time of agreement was $0.30 per share.

On November 23, 2007, the Company issued to Ronn Torrossian, an independent consultant, 3,000,000 restricted shares of common stock as a part of new Consulting Agreement (see Note 11). Market value of the stock at the time of agreement was $0.16 per share.

On January 16, 2008, the Company issued to its attorney 229,473 unrestricted shares of common stock in pay of past and future legal services. Market value of the stock at the time of agreement was $0.18 per share.

9During the year ended January 31, 2009:

During three months ended April 30, 2008:

On February 6, 2008 certain officers and directors of the Company were granted a total of 3,200,000 stock options to purchase company’s $.001 par value common shares for $0.31 per share. The total cost of the stock options granted was $6,720.

In March 2008 certain officers of the Company exercised their options and purchased a total of 177,730 of the company’s $.001 par value common shares for $0.31 per share for a total of $55,096.

In May 2008 the Company issued 100,000 shares to its contractor in exchange for consulting services worth $20,000. Market value of the stock at the time of agreement was $0.09 per share.

On July 1, 2008, as discussed in the Note 10, the Company issued to Island Broadcasting, Inc 1,000,000 of the company’s $.001 shares for $0.11 per share for satisfaction of the payment postponement agreement.

On July 2, 2008, as discussed in the Note 7, the Company issued to Jaworek Capital LLC 1,224,023 shares in exchange for satisfaction of the Loan Agreement dated May 29, 2008, for the principal of $100,000 and accrued interest of $370, at conversion price 0.0820 per share.

On July 2, 2008, as discussed in the Note 7, the Company issued to Jaworek Capital LLC 1,224,023 shares in exchange for satisfaction of the Loan Agreement dated June 16, 2008, for the principal of $100,000 and accrued interest of $370, at conversion price 0.0820 per share.

During the year ended January 31, 2009 Dr. Paukman, a director of the Company made capital contributions in the amount of $88,228 to VSE Magazine, Inc as additional paid-in capital. No common stock issued.

On July 15, 2008, as discussed in the Note 7, the Company issued to FCIC 2,729,014 shares in exchange for satisfaction of the Loan Agreement dated March 14, 2007, for the principal of $250,000 and accrued interest of $29,301, at conversion price 0.10 per share.

On August 6, 2008, as discussed in the Note 7, the Company issued to Jaworek Capital LLC 3,241,099 shares in exchange for satisfaction of the Loan Agreement dated July 1, 2008, for the principal of $100,000 and accrued interest of $863, at conversion price 0.0311 per share.

On August 8, 2008, as discussed in the Note 7, the Company issued to Jaworek Capital LLC 3,138,239 shares in exchange for satisfaction of the Loan Agreement dated July 31, 2008, for the principal of $100,000 and accrued interest of $173, at conversion price 0.0319 per share.

On August 29, 2008, as discussed in the Note 7, the Company issued to FD Import & Export Corp. 3,519,308 shares to in partial satisfaction of the Loan Agreement dated February 28, 2008, for principle of $71,512, at a conversion price 0.02032 per share.

On October 2, 2008, as discussed in the Note 7, the Company issued to Tangiers Investors LP 443,656 shares in exchange for partial satisfaction of the Loan Agreement dated March 25, 2008, for the principal of $5,000, at conversion price 0.01127 per share.

On October 13, 2008, as discussed in the Note 14, the Company issued to Golden Gate Investors, Inc 131,579 shares in exchange for partial satisfaction of the Loan Agreement dated April 18, 2008, for the principal of $1,000, at conversion price 0.0076 per share.

On November 11, 2008, as discussed in the Note 14, the Company issued to Golden Gate Investors, Inc 500,000 shares in exchange for partial satisfaction of the Loan Agreement dated April 18, 2008, for the principal of $2,000, at conversion price 0.004 per share.

On January 16, 2009, as discussed in the Note 7, the Company issued to Tangiers Investors LP 571,428 shares in exchange for partial satisfaction of the Loan Agreement dated March 25, 2008, for the principal of $2,000, at conversion price 0.0035 per share.

On January 16, 2009, as discussed in the Note 7, the Company issued to Jaworek Capital LLC 6,322,301 shares in exchange for satisfaction of the Loan Agreement dated July 31, 2008, for the principal of $62,000 and accrued interest of $1,223, at conversion price 0.01 per share.

On January 16, 2009, as discussed in the Note 7, the Company issued to FD Import & Export Corp 14,176,742 shares to satisfy the Loan Agreement dated February 28, 2008, for outstanding principle of $28,488 and Loan Agreement dated March 10, 2008, for principle of $100,000 and total accrued interest of $13,280, at a conversion price 0.01 per share.

On January 16, 2009, as discussed in the Note 7, the Company issued to ESJA Enterprises Inc 9,000,000 shares in exchange for satisfaction of the Loan Agreement dated February 21, 2008, for the principal of $90,000, at conversion price 0.01 per share.

On January 16, 2009, as discussed in the Note 7, the Company issued to Ocean Bridge, Inc 9,794,220 shares in exchange for satisfaction of the Loan Agreement dated August 17, 2008, for the outstanding principal of $80,000 and accrued interest of $17,942, at conversion price 0.01 per share.

On January 16, 2009, as discussed in the Note 7, the Company issued to Steven Fruman 12,450,000 shares in exchange for satisfaction of the Loan Agreement dated August 29, 2008, for the principal of $110,000 and Loan Agreement dated May 12, 2008, for the principle of $10,000 and a total accrued interest of $4,500, at conversion price 0.01 per share.

On January 16, 2009, as discussed in the Note 7, the Company issued to Inga Fruman 5,108,493 shares in exchange for satisfaction of the Loan Agreement dated October 24, 2008, for the principal of $50,000 and accrued interest of $1,085, at conversion price 0.01 per share.

On January 16, 2009, as discussed in the Note 7, the Company issued to Robert Catell 25,335,616 shares in exchange for satisfaction of the Loan Agreement dated December 1, 2008, for the principal of $250,000 and accrued interest of $3,356, at conversion price 0.01 per share.

On January 16, 2009, as discussed in the Note 6, the Company issued to certain shareholders 63,651,741 shares in exchange for satisfaction of the loans from shareholders for the principles of $596,999 and accrued interest of $39,518, at conversion prices of $0.01 per share.

In January 2008 the Company sold 7,700,000 of its $.001 par value common shares to unrelated investors at $0.01 per share for proceeds of $77,000.

On January 16, 2009, the Company issued 8,901,182 shares at $0.01 per share to satisfy its rent obligations for a total of $89,012.

On February 12, 2009 the Company sold 7,000,000 of its $.001 par value common shares to unrelated investor at $0.01 per share for proceeds of $70,000.

On March 11, 2009, as discussed in the Note 7, the Company issued to Tangiers Investors LP 1,452,855 shares in exchange for partial satisfaction of the Loan Agreement dated March 25, 2008, for the principal of $10,000, at conversion price 0.006883 per share.

On April 27, 2009, the Company issued to its attorney 1,000,000 unrestricted shares of common stock in pay of current legal services. Market value of the stock at the time of agreement was $0.02 per share.

On April 27, 2009, the Company issued to its officer 1,000,000 unrestricted shares of common stock in pay for past services. Market value of the stock at the time of agreement was $0.02 per share.

NOTE 9 – EQUIPMENT LOANS PAYABLE

	April 30, 2008		January 31, 2008
	April 30, 2009		January 31, 2009
Equipment loans consist of the following:
Raritan Bay FCU ("RBFCU")	$	0	$	0
Chrysler Credit ("CC")		7,940		10,015
Chrysler Credit ("CC")		11,687		13,071
		7,940		10,015
		11,687		13,071
Less current portion		7,248		7,248
Less current portion		8,304		8,304
	$	692	$	2,767
	$	3,383	$	4,767

The loan from RBFCU is payable in 72 monthly loan payments of $899 that include principal and interest at 6.75% per annum and matures on September 1, 2011. The loan is secured by the vehicle purchased. The August 2007 loan was terminated and vehicle was returned to the lender.

The loan payable CC is payable in 60 monthly payments of $782 which includes principal and interest at 6.75% per annum and matures on July 9, 2010. The loan is secured by the truck purchased.

NOTE 10 - COMMITMENTS AND CONTINGENCIES

Airtime Agreement (Lease)

The Company has an agreement (the "Agreement") with Island Broadcasting Company (the "Licensee") for airtime. Pursuant to the Agreement the Company has purchased airtime for the period November 1, 2005 to July 1, 2010. However, after July 1, 2006 the Licensee may terminate the Agreement upon 90 days notice to the Company. Per the Agreement the airtime is paid monthly.

On November 97, 2007, Echo Broadcasting Group, Inc. ("Echo ~~Broadcasting~~ "), a subsidiary of the Company, amended its Time Brokerage Agreement, originally dated November 1, 2005, with Island Broadcasting Company. In particular, Echo extended the term of the Time Brokerage Agreement through December 31, 2012 at 12:00 a.m. EST, modified the events of defaults for both Echo and Island Broadcasting Company, and converted the $170,000 escrow amount currently being held by Island Broadcasting Company into a payment from Echo to Island Broadcasting Company. Additionally, Company issued to Island Broadcasting Company 3,000,000 restricted shares of common stock, at the price of $0.30 per share.

Finally, the amended Time Brokerage Agreement now requires Echo to pay Island Broadcasting Company five percent of the gross receipts received by or credited to Echo and derived from advertising payments, sponsorships and other sources relating to the Station's activities. Echo must make such payments within sixty days following the close of each of Echo's full fiscal quarter from October 1, 2008 through December 31, 2012.

~~During~~On April 28, 2008 Echo Broadcasting made a payment postponement agreement with Island Broadcasting Company. According to this provision, Echo Broadcasting will pay an annual interest rate charge of 8% on all outstanding monthly balances. In addition Echo Broadcasting will pay a fee of 200,000 restricted shares of the Company’s ~~year~~common ~~ended~~stock ~~January~~per 31month for each month for which payment is not made. All shares are due to be issued on July 1, 2008. Accordingly, on Julyt1, 2008 the ~~company~~Company ~~paid~~issued $21,~~853~~000,~~775~~000 ~~for~~of its $.001 par value common shares Island ~~airtime~~Broadcasting. Market value of the stock at the time when additional provision to the Time Brokerage Agreement was adopted was $0.11 per share.

1017

On ~~April~~ 28January 9, ~~2008~~2009, Echo Broadcasting ~~made~~amended aits ~~payment~~Time ~~postponement~~Brokerage ~~agreement~~Agreement (the "Amendment Agreement"), originally dated November 1, 2005 and amended November 7, 2007, with Island Broadcasting Company ("Island"). ~~According~~Pursuant to ~~this~~the ~~provision~~Amendment Agreement, Echo ~~Broadcasting~~shall ~~will~~make ~~pay~~payments anof $150,000 to Island on the following ~~annual~~dates: ~~interest~~February ~~rate~~1, ~~charge~~March of1, 8%April on1 ~~all~~and ~~outstanding~~May ~~monthly~~1, ~~balances~~2009. In addition, ~~Echo~~the ~~Broadcasting~~amount that ~~will~~was ~~pay~~due aon ~~fee~~December ~~of 200~~31,~~000~~ ~~restricted~~2008 ~~shares~~which ofis ~~the~~approximately $1,640,000 shall be ~~Company’s~~reduced ~~common~~by ~~stock~~half, ~~per~~and ~~month~~paid ~~for~~$500,000 ~~each~~on ~~month~~March ~~for~~1, ~~which~~2009 ~~payment~~and is$320,000 ~~not~~on ~~made.~~May 15, ~~All~~2009. ~~shares~~The ~~are~~$250,000 ~~due~~that towas bedue ~~issued~~ on ~~July~~January 1, ~~2008.~~2009 ~~Accordingly~~and the additional $100,000 due on February 1, March 1, April 281 and May 1, ~~2008~~2009 shall be waived. Payments of $250,000 per month, per the ~~Company~~November ~~made~~7, a2007 ~~provision~~agreement, toas ~~issue~~disclosed in our Form 8-K on ~~July~~November 115, 2008 ~~400~~,~~000~~ ofwill ~~its~~commence ~~$.001~~on ~~par value~~June ~~common~~1, ~~shares~~2009 ~~Island~~and ~~Broadcasting~~continue thereafter. Additionally, ~~Market~~the ~~value~~revenue sharing fees of the ~~stock~~November at7, ~~the~~2007 ~~time~~agreement shall ~~when~~be ~~additional~~waived ~~provision~~up to ~~the~~June ~~Time~~1, ~~Brokerage~~2009 ~~Agreement~~and ~~was~~continue ~~adopted~~thereafter. ~~was~~Effective ~~$0.11~~June1, 2009, ~~per~~Echo ~~share.~~will ~~The~~adhere ~~Company~~to ~~recorded~~the ~~stock~~original ~~payable~~agreement inand ~~the~~its ~~amount~~amendment ~~of $44~~date November 7,~~000~~ 2007.

~~During~~Both parties also agreed that the ~~three~~Amendment ~~months~~Agreement ~~ended~~will ~~April~~be ~~30,~~terminated ~~2008~~at ~~and~~5PM ~~2007~~on the ~~company~~above due dates if any of the amounts stated above are not paid ~~$644,243~~to ~~and~~Island on ~~$537,819~~or ~~for~~before ~~airtime~~the ~~respectively.~~due dates

~~Remaining~~During ~~commitments~~the ~~under~~year ended January 31, 2009, the ~~Agreement~~Company ~~are~~paid as$1,635,910 ~~follows:~~for airtime.

Year Ending January 31,
2009	$	2,000,000
2010		3,100,000
2011		3,410,000
2012		3,751,000
2013		3,670,075
	$	16,531,075

On April 27, 2009, the Company, Echo Broadcasting Group, Inc., a subsidiary of the Company, entered into certain amended time brokerage agreement (the "Amended and Restated TBA"), originally dated November 1, 2005, as amended November 7, 2007, and further amended January 9, 2009 (collectively, the "Original TBA"), with Island Broadcasting Company ("Island"), pursuant to which we issued 25,279,614 shares of our common stock to Island to satisfy an unpaid fees of $1,090,000 under the Original TBA owned by Echo on April 27, 2009. Both parties agreed that the Amended and Restated TBA shall satisfy the obligation of Echo and Island shall have no obligation to provide any other consideration for the shares issued above. There are 297,081,407 shares of our common stock outstanding as of to date. Upon issuance of 25,279,614 shares of common stock, Island holds a total of 29,279,614 shares, which represent 9.9% of the Company's common stock. Also under the terms of Amended and Restated TBA, Echo shall pay to the Island fifty percent (50%) of all gross receipts received from advertising or sponsorship for programming, less only third party commissions to advertising agencies and/or sales representatives.

During the three months ended April 30, 2009 and April 30, 2008, the Company incurred $300,000 and $664,243 in airtime expense respectively.

During the three months ended April 30, 2009, under the revenue sharing agreement with Island Broadcasting Company described above, the Company incurred $48,544 in commission expense.

Premises and Equipment

The Company has entered into lease agreements for office space and equipment, which expire at various times through April 2009. During the year ended January 31, ~~2008~~2009 the Company paid $~~155~~156,~~249~~140 in rent expense. During three months ended April 30, ~~2008~~2009 and ~~2007~~April 30, 2008 the Company paid $3339,~~018~~075.60 and $4533,~~433~~018 in rent ~~expense~~ ~~respectfully.~~expense ~~Remaining commitments under the operating leases mature as follows:~~respectively.

Year Ending January 31,
2009	$	92,744
2010		15,105
	$	140,867

On May 1, 2006 the Company has entered into a new lease agreement for office space, which was originally expected to expire on April 30, 2011.

On May 1, 2007 the Company and the lessor of the premises, mutually terminated a lease agreement for office space, which was originally due to expire on April 30, 2011. All prior commitments under the original lease are terminated. The company continued to rent the office space on the month-to-month basis. During the year ended January 31, 2008 the Company paid $72,400 in rent expense. As of February 1, 2008 the Company vacated the premises.

Capital Lease

On October 4, 2006 the Company has entered into a ~~new~~ lease agreement ~~for~~of ~~office space,~~the equipment, which expire on April 30, 2011. During the year ended January 31, ~~2008~~ 2009 the Company ~~company~~ paid $1917,~~440~~820 in lieu of the lease. During the three months ended April 30, 2009 and April 30, 2008, the ~~company~~Company paid $6,480 and $4,860 in lieu of the lease respectively. The commitments under the lease agreement mature as follows:

1118

Year Ending January 31,
2009	$	14,580
2010	$	14,580
2010		19,440
2011		11,340
	$	4525,~~360~~920

~~On May 1,~~Legal 2007 the Company and the lessor of the premises, mutually terminated a lease agreement for office space, which was originally due to expire on April 30, 2011. All prior commitments under the original lease are terminated. The company continues to rent the office space on the month-to-month basis.Contingencies

On October 7, 2008, the Company and our CEO Aleksandr Shvarts (collectively, the "Defendants") were served with a summons and complaint filed by AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners, LLC, and New Millennium Capital Partners II, LLC (collectively, the "Plaintiffs"). The complaint alleged that the Company has failed to make payments due on a series of notes from 2004 to 2006 issued by the Company, and failed to make payments of interest due on these notes, and other unlawful conducts by the Company. The case was filed in the Supreme Court of the State of New York, County of New York. The plaintiffs seek all sums due from the notes and other agreements, prejudgment interest, compensatory damages, punitive damages, and attorneys' fees to be in excess of $650,000.

The Company and Mr. Shvarts deny the allegations made in the complaint and intend to vigorously contest the allegations. We believe that we did not enter into any of the above referenced notes with the Plaintiffs and none of the notes or related legal documents were signed or executed on behalf of the Company or our CEO. We are in the process of retaining counsel to represent us in this matter and to file a counterclaim for damages based on breach of contract by the Plaintiffs.

On February 27, 2009, Mega Media Group, Inc. the Company and Aleksandr Shvarts, President and CEO of the Company (collectively, the "Third-Party Defendants"), were served with a third-party summons and counterclaim filed by Eric Schwartz, the original defendant (the "Third-Party Plaintiff"). The counterclaim is grounded in the Third-Party Defendants' failure to repay certain loan agreement. The Third-Party Plaintiff alleged: (i) fraudulent representations against the Third-Party Defendants stemming from alleged representations that common stock of the Company will be issued to plaintiff when the Company becomes a public company and said shares of common stock will satisfy the amount owed under the loan agreement, and (ii) that the Company has been unjustly enriched in the amount of not less than $425,000 by virtue of its receipt of $425,000 from plaintiff. The case was filed in the Supreme Court of the State of New York, County of New York. The Third-Party Plaintiff seeks indemnification of not less than $1,000,000 from the fraudulent representations and not less than $425,000 plus accrued interest because of unjustified enrichment, all in the sum of not less than $1,425,000.

The Company and Mr. Shvarts deny the allegations made in the counterclaim and intend to vigorously contest the allegations. We have retained Nesenoff & Miltenberg, LLP as our legal counsel in this matter.

On March 16, 2009, the Company (the "Defendant"), was served with a summons and complaint filed by Golden State Equity Investors, Inc., a California corporation (the "Plaintiff"). The complaint is grounded in the Defendant's breach of a certain investment agreements by failing and refusing to (i) pay to Plaintiff the interest prepayment required under the terms of certain debenture, and (ii) deliver shares of common stock of the Defendant in connection with a conversion of the debenture. The case was filed in the Superior Court of the State of California, County of San Diego. The Plaintiff seeks $511,967 plus accrued interest for the cause of action stated above, and costs of suit including reasonable attorneys' fees.

NOTE 11 - STOCK-BASED COMPENSATION

~~The~~On November 23, 2007, the Company ~~accounts~~has ~~for~~issued ~~its~~3,000,000, ~~employee~~$.001 ~~stock-based~~par ~~compensation~~value, common shares for ~~all~~future ~~such~~consulting services performed by Ronn Torrosian over a period ~~compensation~~two ~~awarded~~years. ~~beginning~~Market ~~February~~value 1,of ~~2006~~the ~~under~~stock ~~FASB~~at ~~Statement~~the Notime of agreement was $0.16 ~~123R,~~per ~~Accounting~~share for ~~Stock-Based~~a ~~Compensation~~total cost of $480,000. ~~For~~At ~~employee~~April ~~stock-based~~30, ~~compensation~~2009, Ronn Torrosian earned ~~awarded~~consulting ~~prior~~fees toin ~~January~~the 1,amount ~~2006~~of $344,076.61. weThe ~~accounted~~remaining ~~for~~value ~~such~~of ~~compensation~~the ~~under~~Ronn ~~Accounting~~Torrosian’s ~~Principles~~future ~~Board~~services ~~("APB")~~in ~~Opinion~~the ~~No.~~amount 25of $135,923.39 ~~Accounting~~are ~~for~~included ~~Stock Issued~~in todeferred ~~Employees~~compensation in the equity section of the balance sheets at April 30, 2009.

~~In February~~NOTE ~~2007,~~12 ~~the Company canceled 1,175,000 preferred shares, $.001 par value,~~- ~~with~~PAYROLL ~~a market value of $1,175 that were previously awarded to employees and were part of deferred compensation in the equity section.~~TAXES

~~Also, in~~The ~~February~~company ~~2007,~~has ~~the~~outstanding ~~Company~~payroll ~~issued~~taxes ~~1,100,000,~~payable ~~$.001~~as ~~par~~of ~~value,~~January ~~preferred shares for past and future services performed by its officers~~31, ~~directors,~~2009 ~~employees~~ and ~~consultants.~~ ~~The preferred stock is convertible into common shares in 18 months~~January ~~after~~31, ~~the issuance based upon a 2 to 1 conversion ratio~~2008. ~~The~~As ~~shares~~ of ~~preferred stock~~January ~~have~~31, ~~preferential~~2009 ~~treatment in case of liquidation. Each share of~~ the ~~preferred~~ ~~stock~~company has 5recorded ~~voting~~an ~~rights.~~estimate ~~Out of 1,100,000 preferred shares,~~for ~~1,000,000~~interest ~~shares,~~and ~~with~~penalties ~~market~~that ~~value of $1,000,~~ are ~~fully~~due ~~vested~~to ~~and~~the ~~expensed under~~company’s ~~selling,~~failure ~~general~~to ~~and~~timely ~~administrative expenses. 100,000 of preferred shares,~~pay ~~with~~payroll ~~market~~taxes ~~value~~for ofprior ~~$100~~periods. ~~are~~The ~~included~~outstanding inpayroll ~~deferred~~tax ~~compensation~~liability inis ~~the equity~~as ~~section of the balance sheets at January 31, 2008.~~following:

On November 23, 2007, the Company has issued 3,000,000, $.001 par value, common shares for future consulting services performed by Ronn Torrosian over a period two years. Market value of the stock at the time of agreement was $0.16 per share for a total cost of $480,000. At January 31, 2008, Ronn Torrosian earned consulting fees in the amount of $45,307.80. The remaining value of the Ronn Torrosian’s future services in the amount of $434,692.20 are included in deferred compensation in the equity section of the balance sheets at January 31, 2008.19

NOTE 12 – REVERSED MERGER

	April 30, 2009		January 31, 2009

Payroll taxes payable	$	1,065,424	$	997,152
Penalties and interest		135,429		115,814
Accrued payroll and payroll taxes	$	1,200,853	$	1,112,966

~~On June~~The ~~20,~~Company ~~2007,~~implemented ~~the company entered into~~ a ~~Stock~~payment ~~Purchase~~plan ~~and~~with ~~Share~~Internal ~~Exchange~~Revenue ~~Agreement (the “Exchange Agreement”) Family Healthcare Solutions, Inc~~Service., a Nevada Corporation (“FHCS”), pursuant to which FHCS acquired 100% of the issued and outstanding capital stock of the company and wholly owned subsidiaries, making the company a wholly owned subsidiary of FHCS, and convert into equity $877,000 in convertible debentures from the company. Note Holders, in exchange for the issuance by FHCS to the company Shareholders and the company Note Holders of 49,990,406 shares of FHCS common stock, par value $0.001 per share, which constituted 68.50% of the company’s issued and outstanding fully diluted common stock after the transaction is closed. As additional consideration, the FHCS’s Shareholders agreed to cancel 13,161,033 shares of common stock. The FHCS’s stockholders own 28.50% of the issued and outstanding fully diluted common stock of the company after the transaction was closed.

12NOTE 13 – NOTE PAYABLE AND NOTE RECEIVABLE

NOTE 13 - PAYROLL TAXES

The company has outstanding payroll taxes payable as of April 30, 2008 and January 31, 2008. As of April 30, 2008 the company has recorded an estimate for interest and penalties that are due to the company’s failure to timely pay payroll taxes for prior periods. The outstanding payroll tax liability is as following:

	April 30, 2008		January 31, 2008
Payroll taxes payable	$	802,035	$	728,350
Penalties and interest		60,303		0
Accrued payroll and payroll taxes	$	862,338	$	728,350

The Company is in the process of negotiating a payment plan with Internal Revenue Service.

NOTE 14 – NOTE PAYABLE AND NOTE RECEIVABLE

On April 18, 2008, the Company entered into a Securities Purchase Agreement with Golden Gate Investors, Inc. The aggregate purchase price was $1,500,000 for the initial tranche and the investment was as follows:

The Securities Purchase Agreement includes two tranches. The initial tranche consists of a 7.00% convertible debenture (the "Debenture") issued by the Company, in exchange for $100,000 in cash and a 7.25% Secured Promissory Note for $1,400,000 issued by the Golden Gate Investors, Inc which matures on May 31, 2012. The Promissory Note contains a prepayment provision which requires the Golden Gate Investors, Inc to make prepayments of interest and principal of $200,000 monthly upon satisfaction of certain conditions. One of the conditions to prepayment is that shares of the Company's common stock issued pursuant to the conversion rights under the debenture must be freely tradable under Rule 144 of the Securities Act of 1933, as amended. Pursuant to the terms of the debenture, the Golden Gate Investors, Inc shall have the right from time to time, and at any time on or prior to maturity to convert all or any part of the outstanding and unpaid principal amount of this debenture into fully paid and non-assessable shares of the Company's Common Stock, $.001 par value per share. The number of shares of Common Stock to be issued upon each conversion of the debenture shall be be determined by dividing the amount of principal and accrued interest to be converted ("Conversion Amount") by the applicable conversion price then in effect on the date specified in the notice of conversion, as set forth in Exhibit A to the Debenture (the "Notice of Conversion"). The conversion price shall be equal to the lesser of: (i) $0.50 or (ii) the average of the lowest three (3) volume weighted average prices of the Company's Common Stock as reported on the OTC Bulletin Board (the "Volume Weighted Average Price") during the twenty (20) trading days prior to the date of the Conversion Notice (the "Conversion Date") multiplied by .75. As described in the respective instruments, the Debenture provides for an upward adjustment of the interest rate under certain circumstances and the Promissory Note provides for a downward adjustment of the interest rate under certain circumstances. In addition the Golden Gate Investors, Inc is required to prepay $250,000 of the Promissory Note issued on April 18, 2008 on the five month anniversary of the purchase of the Debenture that occurred on April 18, 2008, provided that certain conditions set forth in the Securities Purchase Agreement are satisfied.

Provided that no event of default exists, as defined in the Debenture, the second tranche of the financing consists of the Company selling and the Golden Gate Investors, Inc purchasing a Debenture in the principal amount of $1,500,000 in exchange for a purchase price of $1,500,000 (the "Second Debenture"), with such purchase price paid via a cash payment of $250,000 and the issuance of a promissory note in the principal amount of $1,250,000 (the "Second Promissory Note"), with the form of and terms of the Second Debenture and the Second Promissory Note and payment of the purchase price subject to the same terms and conditions of the Securities Purchase Agreement, the Debenture and the Promissory Note, provided that the Discount Multiplier (as defined in the Second Debenture) for the Second Debenture shall be 90%, and when the Second Debenture is issued, the term "Debenture" as used in the Securities Purchase Agreement shall be deemed to include the Second Debenture in all respects and when the Second Promissory Note is issued, the term "Promissory Note" as used in the Securities Purchase Agreement shall be deemed to include the Second Promissory Note in all respects. Pursuant to the Securities Purchase Agreement, the Golden Gate Investors, Inc may eliminate the requirement to purchase the Second Debenture by a payment to the Company of $25,000, which payment shall be reduced under certain conditions to $5,000 or $0. As also set forth in the Securities Purchase Agreement, the Company has the right, during a specified ten trading day period prior to the Golden Gate Investors, Inc's purchase of the Second Debenture, subject to the satisfaction of certain conditions set forth in the Securities Purchase Agreement, to terminate the right of the Golden Gate Investors, Inc to purchase the Second Debenture.

1320

Pursuant to the Securities Purchase Agreement, the Golden Gate Investors, Inc may eliminate the requirement to purchase the Second Debenture by a payment to the Company of $25,000, which payment shall be reduced under certain conditions to $5,000 or $0. As also set forth in the Securities Purchase Agreement, the Company has the right, during a specified ten trading day period prior to the Golden Gate Investors, Inc's purchase of the Second Debenture, subject to the satisfaction of certain conditions set forth in the Securities Purchase Agreement, to terminate the right of the Golden Gate Investors, Inc to purchase the Second Debenture. If the Golden Gate Investors, Inc elects to convert a portion of the Debenture and, on the day that the election is made, the Volume Weighted Average Price per share of the Company's Common Stock is below $0.04 per share, the Company shall have the right to prepay that portion of the Debenture that the Golden Gate Investors, Inc elected to convert, plus any accrued and unpaid interest, at 125% of such amount. In the event that the Company elects to prepay that portion of the Debenture, the Golden Gate Investors, Inc shall have the right to withdraw its Conversion Notice. Pursuant to its terms, the Golden Gate Investors, Inc may not convert the principal amount of the Debenture to the extent that, following such conversion, the Golden Gate Investors, Inc would beneficially own in excess of 4.99% of the Company's outstanding Common Stock, which cap may be increased to 9.99% or entirely removed by the Investor on not less than 61 days' prior notice.

Finally, in the event that the Company obtains a commitment for any other financing (either debt, equity, or a combination thereof) which is to close during the term of the Debenture, Golden Gate Investors shall be entitled to a right of first refusal to enable it to, at Golden Gate Investors, Inc’s option, either: (i) match the terms of the other financing, or (ii) add additional principal to the Debenture, in the amount of such other financing, on the same terms and conditions as the Debenture. Pursuant to the terms of the Securities Purchase Agreement, the Golden Gate Investors, Inc does not have any registration rights. Other than their relationship as a result of the Securities Purchase Agreement, there is no material relationship between the Company and the Golden Gate Investors, Inc.

~~The~~Pursuant ~~company~~to ~~recognizes~~the ~~beneficial~~terms ~~conversion~~of ~~features in accordance with~~ the ~~FASB Emerging~~Securities ~~Issues~~Purchase ~~Task Force Issue 98-5. Accordingly~~Agreement, the ~~company~~Golden ~~fully~~Gate ~~amortized~~Investors, ~~the~~Inc ~~discount~~does ~~through~~not ~~the~~have ~~interest~~any ~~expense~~registration ~~in the amount of $382,530 at the date of issuance of the loan~~rights.

Other than their relationship as a result of the Securities Purchase Agreement, there is no material relationship between the Company and the Golden Gate Investors, Inc.

The company recognizes beneficial conversion features in accordance with the FASB Emerging Issues Task Force Issue 98-5. Accordingly, the company fully amortized the discount through the interest expense in the amount of $285,715 at the date of issuance of the loan.

The Company’s Common stock as of August 15, 2008 had traded on the Trading Market (as defined in the Debenture) for ten consecutive days at a price per share that was less than 0.039. Therefore, the interest rate was increased to 9.75 % as of August 15, 2008. In addition, under the terms of the Note, the interest rate applicable to the Note was decreased to 4.75 % effective as of August 15, 2008.

On October 13, 2008, the Company issued to Golden Gate Investors, Inc 131,579 shares in exchange for partial satisfaction of the Loan Agreement dated April 18, 2008, for the principal of $1,000, at conversion price 0.0076 per share.

NOTE 14 – JUDGMENT PAYABLE

On September 3, 2008, we were served with a Notice of Motion for Summary Judgment in Lieu of Complaint filed by David Kokakis (the “Plaintiff”). In this Motion, filed in Supreme Court of the State of New York on September 3, 2008, David Kokakis alleged that the Company has filed to make payments due on a series of notes issued by the Company, and filed to make payments of interest due on these notes. David Kokakis asked the court to enter judgment in his favor in the total amount of $329,500 allegedly due under the notes, plus accrued interest.

On November 11, 2008, the Company settled this litigation and entered into a settlement agreement (the "Stipulation of Settlement") with Plaintiff. The Company signed two (2) confessions of judgment (the "Confession of Judgment") which is in favor of Plaintiff. Pursuant to the first Confession of Judgment, in the event of default of the Stipulation of Settlement, the Company agrees to pay Plaintiff a total of $388,810, consisting of a principal amount of $329,500 plus accrued interests of $59,310. Pursuant to the second Confession of Judgment, in the event of default of the Stipulation of Settlement , the Company agreed to pay Plaintiff deferred compensation in the sum of $125,962. The second claim would be the basis of a second action brought by Plaintiff against the Company, which Plaintiff was about to commence.

Both Confessions of Judgment will be held in escrow by Plaintiff's counsel pending the Company's compliance with its agreement pursuant to the schedule detailed in the Stipulation of Settlement. The payments have a maximum of a five (5) day grace period, that is, they must be in Plaintiff's attorney's possession by no later than the 6th day of the month.

If the Company makes all of the payments, which is $316,955 in total, pursuant to the payment schedule, the two (2) Confessions of Judgment will not be filed and will be waived and returned to the Company's attorney. Failing to make the payments, or failing to pay on time, as a fore described, will be deemed a default and permit Plaintiff's counsel to file both Confessions of Judgment and Affidavits of Confession of Judgments with the Clerk of the Court without further notice.

At of April 30, 2009 Company’s total judgment payable is $266,955.

NOTE 15 - SEGMENT DATA

Currently the Company has three reportable segments, which it believes best reflects how the Company is currently managed – radio broadcasting, recorded music and corporate divisions. The category “other” includes audio & video recording studios, METRO magazine and other general support services and initiatives. Revenue and expenses earned and charged between segments are recorded at fair value and eliminated in consolidation.

Year Ended January 31, ~~2008~~ 2009

	Radio			Recorded Music			Corporate			Metro			Other			Total
Revenue	$	41,~~227~~314,~~882~~528		$	703,~~000~~213		$	387,~~345~~786		$	~~155~~101,~~806~~338		$	~~43,421~~0		$	41,~~535~~426,~~455~~865
Direct operating expenses		31,~~605~~838,~~862~~048			~~70,838~~0			~~150~~0			~~227~~131,~~888~~529			~~12,170~~0			31,~~916~~969,~~908~~577
Selling, general and administrative expenses		1,~~579~~769,~~994~~631			~~504,223~~417			1995,~~027,644~~630			4431,~~305~~480			~~31,988~~837			32,~~188~~797,~~154~~995
Depreciation and amortization		5264,~~077~~317			~~205~~134,~~962~~560			~~108~~104,~~525~~315			2316,~~333~~667			363			~~390~~320,~~260~~222
Loss on disposal of fixed assets		(4,960	)		64,985			0			0			0			60,025
Loss on sale of intangible assets		0			0			0			40,168			0			40,168
Stock compensation expense		0			0			308,333			0			0			308,333
Interest expenses		95,893			0			212,213			0			0			308,106
Gain on extinguishment of debt		0			0			(403,400	)		0			0			(403,400	)
Beneficial Conversion		0			0			728,642			0			0			728,642
Interest expenses		64,019			0			66,617			0			0			130,636
Net loss before tax benefit	$	(2,453,361	)	$	(131,764	)	$	(2,033,014	)	$	(118,506	)	$	(1,200	)	$	(4,737,845	)
Operating income (loss)	$	(1,069,109	)	$	(776,008	)	$	(1,069,524	)	$	(139,720	)	$	(1,100	)	$	(3,055,461	)

14Three Months Ended April 30, 2009

Year Ended April 30, 2008

	Radio			Recorded Music			Corporate			Metro		Other			Total
Revenue	$	372,409		$	0		$	0		$	0	$	0		$	372,409
Direct operating expenses		383,823			0			0			0		0			383,823
Selling, general and administrative expenses		513,702			0			232,411			0		0			746,114
Depreciation and amortization		13,821			2,390			25,281			0		91			41,583
Interest expenses		20,071			0			27,727			0		0			47,797
Beneficial Conversion		0			0			37,016			0		0			37,016

Net loss before tax benefit	$	(559,008	)	$	(2,390	)	$	(322,435	)	$	0	$	(91	)	$	(883,924	)

	Radio			Recorded Music			Corporate			Metro			Other			Total
Revenue	$	180,280		$	0		$	3,222		$	61,712		$	0		$	245,455
Direct operating expenses		698,869			0			0			71,763			0			770,632
Selling, general and administrative expenses		321,308			417			266,129			20,678			837			609,369
Depreciation and amortization		16,079			2,390			25,863			10,000			91			54,423
Loss on disposal of fixed assets		0			0			0			0			0			0
Stock compensation expense		0			0			0			0			0			0
Gain on extinguishment of debt		0			0			0			0			0			0
Interest expenses		33,195			0			698,800			0			0			731,995
Operating income (loss)	$	(889,172	)	$	(2,807	)	$	(987,570	)	$	$(40,729	)	$	(928	)	$	(1,921,206	)

NOTE 16 – SUBSEQUENT EVENTS

On May 1, 122009, ~~2008,~~we entered into 9% convertible promissory notes (the ~~Company~~"Notes") ~~entered~~with ~~into~~certain investors a(the "Holders") for an aggregate of $75115,000. 9%The ~~Promissory~~maturity ~~Note~~date ~~Agreement with~~of ~~Eugene~~these ~~Khavinson~~Notes is October 1, 2009. ~~Also~~Pursuant to the terms of the Notes, the ~~Company~~Holders shall ~~entered~~have the right from time to time, and at any time on or prior to maturity to convert all or any part of the outstanding and unpaid principal amount of these Notes into afully paid and non-assessable shares of Common Stock, ~~Purchase~~$.001 ~~Agreement~~par value ~~with~~per share. The number of shares of Common Stock to be issued upon each ~~the~~conversion ~~Holder~~of ~~which~~these ~~entitles~~Notes shall be determined by dividing the ~~Holder~~amount of principal and accrued interest to ~~purchase~~be ~~500,000~~converted ~~shares~~("Conversion Amount") by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the ~~Company's~~form attached hereto as Exhibit A (the "Notice of ~~common~~Conversion"). ~~stock~~The atConversion aPrice shall be equal to the average closing bid price of $0the Common Stock (as reported by Bloomberg L.11P.) ~~cents~~on ~~per~~the ~~share~~OTC Bulletin Board for athe ~~period~~ten (10) trading days prior to the date of 12the ~~months~~Conversion ~~from~~Notice (the ~~time~~"Conversion Date") multiplied by .80 provided that the Notice of Conversion is submitted by to our company before 6:00 p.m., New York, New York time on such Conversion Date. However, the ~~agreement~~Conversion Price shall not exceed $0.05.

1522

On May 13, 2009, the Company and Golden State Equity Investors, Inc., f/k/a Golden Gate Investors, Inc., a California corporation ("GSEI") entered into a Settlement Agreement and Mutual General Release (the "Settlement Agreement") to settle that certain lawsuit filed by GSEI against the Company on March 16, 2009 in the Superior Court of the State of California, County of San Diego. Under the Settlement Agreement, we agreed to pay GSEI an aggregate of $250,000 in installments from June 1, 2009 to November 1, 2010 (the "Settlement Amount"), and in return GSEI has agreed to dismiss the lawsuit.

However, in the event that (i) the Company has satisfied all of the payments through February 1, 2010, for an aggregate payment amount of $125,000, on or prior to February 1, 2010, and (ii) an Event of Default has not occurred under the Settlement Agreement on or prior to February 1, 2010, then the Settlement Amount shall be deemed paid in full. Should any payment described above not be timely received by GSEI, such that an Event of Default exists under the Settlement Agreement, the outstanding Settlement Amount shall accrue interest from the date hereof at a rate of 9.75% per annum.

As disclosed in our Form 8-K filed on March 16, 2009, in this lawsuit, GSEI alleged that the Company was liable for breach of certain investment agreements by failing and refusing to (i) pay to GSEI the interest prepayment required under the terms of certain debenture, and (ii) deliver shares of common stock of the Company in connection with a conversion of the debenture. The Settlement Agreement will settle approximately $511,967 plus accrued interest. It also terminates such investment agreements and releases all liabilities of the Company under the investment agreements.

On May 15, 2009, we entered into a Time Brokerage Agreement (the "TBA") with Signal Above, LLC, a Virginia limited liability company ("Signal Above"). Signal Above is the holder of the license issued by the Federal Communications Commission for analog Low Power Television Station WDCN-LP. The effective date of the TBA is June 1, 2009. The station is currently licensed to operate on channel 6 and is currently operating with an analog signal. Under the TBA, we will supply music-oriented, predominantly English audio programming to the audio service until May 31, 2014. On the same day, we entered into an amendment to TBA with Signal Above pursuant to which we will pay $50,000 to Signal Above and 7,000,000 shares of common stock of the Company, which is equal to $100,000, as license fee on or before May 19, 2009.

The foregoing is a summary of the material features of the Settlement Agreement and TBA and its amendment. This summary does not purport to be complete and is qualified in its entirety by reference to the terms of the agreements, which are filed as exhibit to this Current Report on Form 8-K, and incorporated herein by reference.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation.

Forward-Looking Statements

The discussion in this section contains certain statements of a forward-looking nature relating to future events or our future performance. Words such as “anticipates,” “believes,” “expects,” “intends,” “future,” “may” and similar expressions or variations of such words are intended to identify forward-looking statements, but are not the only means of identifying forward-looking statements. Such statements are only predictions and that actual events or results may differ materially. In evaluating such statements, you should specifically consider various factors identified in this report, including the matters set forth under the caption “business risks,” which could cause actual results to differ materially from those indicated by such forward-looking statements.

The following discussion is provided to afford the reader an understanding of the material matters of the Company's financial condition, results of operation, capital resources and liquidity. It should be read in conjunction with the financial statements and notes thereto and other information appearing elsewhere in this report.

Background

On June 20, 2007, Mega Media Group, Inc., a Nevada corporation, (formerly named Family Healthcare Solutions, Inc.) (“the Company”), entered into a Stock Purchase and Share Exchange Agreement (the “Exchange Agreement”) pursuant to which the Company acquired 100% of the issued and outstanding capital stock of Mega Media Group, Inc., a New York corporation ("MMG-NY"), and its wholly owned subsidiaries, making MMG-NY a wholly owned subsidiary of the Company, and converted into equity $877,000 in convertible debentures from the MMG-NY Note Holders, in exchange for the issuance by the company to the MMG-NY Shareholders and MMG-NY Group Note Holders of 49,990,406 shares of MMDA common stock, par value $0.001 per share, which constituted 68.50% of the Company’s issued and outstanding fully diluted common stock after the transaction closed. As additional consideration, the Company’s Shareholders agreed to cancel 13,161,033 shares of common stock. The Company’s stockholders immediately prior to the Closing Date owned 28.50% of the issued and outstanding fully diluted common stock of MMDA after the transaction closed. After the closing of the Share Exchange Agreement, the Company succeeded to the business of MMG-NY and MMG-NY's wholly-owned subsidiaries as its sole business. The transaction was accounted for as a reverse acquisition.

~~Results of~~RESULTS ~~Operations~~OF OPERATIONS

Results of ~~operations~~Operations for the Three Months Ended April 30, ~~2008~~2009 Compared with the Three Months Ended April 30, ~~2007~~2008

	Three Months Ended April 30,
	2009			2008
	(Unaudited)			(Unaudited)
Revenues:
Advertising revenues	$	361,116		$	237,250
Other revenues		11,292			7,964
Total Revenues		372,409			245,214
Operating expenses		383,823			770,632
Selling, general and administrative		746,114			609,369
Depreciation and amortization		41,583			54,423
		1,171,519			1,434,424
Net loss from operations		(799,110	)		(1,189,210	)
Other Expenses:
Interest expense		47,797			81,677
Beneficial conversion expense		37,016			525,640
Net loss before tax benefit		(883,924	)		(1,796,527	)
Tax benefit		-			-
Net loss	$	(883,924	)	$	(1,796,527	)

Revenue

We derive revenue from sales of advertisements and program sponsorships to local advertisers, independent promotion agreements, ticket and other revenue related to special events we sponsor throughout the year and management fees from our subsidiaries. Advertising revenue is affected primarily by the advertising rates our radio stations and magazine are able to charge as well as the overall demand for radio advertising time in a market. For the three months ended April 30, ~~2008~~ 2009 our revenue ~~decreased~~ increased by $~~823~~ 127,~~371~~195 to $~~245~~372,~~214~~409 as compared to $1 245,~~068,585~~214 for the three months ended April 30, ~~2007~~2008. The ~~decrease~~increase results primarily from ~~programming~~ radio ~~format~~advertising ~~change~~revenues.

Operating Expenses

Our significant operating expenses are broadcast expenses, consisting of (i) employee salaries and commissions, (ii) programming expenses, (iii) advertising and promotion expenses, (iv) rental of premises for studios, (v) rental of transmission tower space and (vi) freelance consultants. We strive to control these expenses by centralizing certain functions such as finance, accounting, legal, human resources and management information systems and the overall programming management function. For the three months ended April 30, ~~2008~~2009 operating expenses ~~increased~~decreased by $23 386,~~602~~809 to $~~770~~383,~~632~~823 as compared to $~~747,031~~ ~~for~~770,632 for the three months ended April 30, ~~2007~~2008. The ~~increase~~decrease is principally ~~attributable~~ attributable to ~~increased~~decreased broadcasting expenses.

Selling, General and Administrative Expenses

Selling, General and Administrative expenses ~~decreased~~increased by $~~288~~136,~~456~~745 to $~~609~~746,~~369 for the~~114for the three months ended April 30, ~~2008~~2009 from $~~897~~609,~~825~~369 in ~~2007~~2008. The increase ~~decrease~~ is attributable to ~~lower~~higher corporate expenses~~, as well as decrease in compensation of officers~~. Selling expenses are a significant part of our expenditures and relate directly to the marketing and development of products. We anticipate similar expenditures for the foreseeable future.

Depreciation and Amortization Expenses

Depreciation and Amortization expenses ~~increased~~decreased by $10 12,~~045~~840 to $54 41,~~423~~583 for the three months ended April 30, ~~2008~~2009 from $44 54,~~378~~423 in ~~2007~~2008 due to the ~~acquisition~~decrease ~~of various~~in fixed ~~and intangible~~ assets.

Interest Expense

Interest expense ~~increased~~ decreased by $~~706~~33,~~839~~830 to $~~731~~47,~~995~~797 for the three months ended April 30, ~~2008~~ 2009 from $2581,~~156~~677 in ~~2007~~2008 due to the ~~provisions~~decrease ~~for the beneficial conversion option of certain convertible debentures~~in borrowings.

Beneficial Conversion Expense

Beneficial conversion expense decreased by $ 488,624 to $ 37,016 for the three months ended April 30, 2009 from $525,640 in 2008 due to the decrease of borrowings with the attached beneficial conversion provisions.

Net Loss

We have a net loss of $1 883,~~921,206~~924 for three months ended April 30, ~~2008~~2009 as compared to a a net loss of $~~645~~1,~~805~~796,526 for the three months ended April 30, ~~2007~~2008. The decrease ~~increase~~ in net loss is primarily attributable to the ~~decrease~~increase of in our operating ~~revenues~~ expenses and ~~increase~~ decrease in interest expense.

~~Liquidity~~LIQUIDITY ~~and~~AND ~~Capital~~CAPITAL ~~Resources~~RESOURCES

As of April 30, ~~2008~~2009, our Working Capital deficiency is $4 3,~~252~~357,~~026~~370.

Cash used in operating activities was $~~679~~85,~~467~~260 for the three months ended April 30, 2009 ~~2008~~ as compared to $~~294,998~~ 679,467 during the three months ended April 30, ~~2007~~2008. The ~~increase~~decrease in ~~the~~ cash used by in operating activities ~~was~~reflects ~~primarily~~the reduced outlays necessary to achieve the growth in revenues, which should ultimately result of ~~company~~in ~~expansion~~positive operating cash flow.

Cash provided ~~used~~by infinancing ~~investing~~ activities was $4109,~~860~~444 for the ~~nine~~three months period ended April 30, ~~2008~~2009 as compared to $29679,~~100~~071 ~~cash used in investing activities~~ for the ~~three~~ six months ~~period~~ ended April 30, ~~2007~~2008. The ~~decrease~~increase in cash ~~used~~provided by ~~investing~~ financing activities is primarily due to ~~reduced investments in various projects and~~the ~~reduction~~additional ~~in security deposits~~borrowings.

Cash provided by financing activities was $683,931 for the three months period ended April 30, 2008 as compared to $372,359 for the three months ended April 30, 2007. The increase in cash provided by financing activities is primarily due to the additional borrowings.25

Going Concern

As reflected in the Company’s Financial Statements which accompany this report, our consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liabilities and commitments in the normal course of business. In the near term, we expect operating costs to continue to exceed funds generated from operations. As a result, we expect to continue to incur operating losses and we may not have sufficient funds to grow our business in the future. We can give no assurance that we will achieve profitability or be capable of sustaining profitable operations. As a result, operations in the near future are expected to continue to use working capital.

To successfully grow the individual segments of the business, we must decrease our cash burn rate, improve our cash position and the revenue base of each segment, and succeed in our ability to raise additional capital through a combination of public or private debt and equity offerings or strategic alliances. We also depend on certain third party contractors and our executives.

We incurred net losses of $1833,~~921,206~~924 and $~~645~~1,~~805~~796,526 for the three months ended April 30, ~~2008~~2009 and ~~2007~~2008, respectively, and have an accumulated deficit of $1114,~~226~~927,~~675~~238 at April 30, ~~2008~~2009. As of April 30, ~~2008~~2009, we had total current assets of $~~202~~182,~~635~~334 and total current liabilities of $43,~~454~~539,~~661~~704 creating a working capital deficiency of $4 3,~~252~~557,~~026~~370. The Company currently has bank overdraft of approximately $143,~~178~~981 as of April 30, ~~2008~~2009. The Company currently has approximately $38,061 as of April 30, 2009 in cash.

~~Off~~OFF-~~Balance~~BALANCE ~~Sheet~~SHEET ~~Arrangements~~ARRANGEMENTS

We do not have off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).

~~Critical Accounting~~CRITICAL ~~Policies~~ACCOUNTING POLICIES

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Our significant accounting policies are summarized in the summary “Background and Significant Accounting Policies” accompanying our financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

~~Market~~ Not ~~Risk~~applicable to smaller reporting companies.

Item ~~Our exposure to market risk is principally confined to cash in bank which has~~4T. Controls ~~short maturities~~ and ~~therefore we believe to be minimal and immaterial market risk~~Procedures.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Pursuant ~~Based~~to onRule ~~their~~13a-15(b) ~~evaluation~~under asthe ofSecurities ~~the~~Exchange ~~end~~Act of 1934 (“Exchange Act”), the ~~period~~Company ~~covered~~carried byout ~~this~~an ~~Quarterly Report~~evaluation, onwith ~~Form~~the ~~10-QSB~~participation of the Company’s management, ~~our~~including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer ~~have~~ ~~concluded~~(“CFO”),of ~~that~~the ~~our~~effectiveness ~~disclosure~~of the Company’s disclosure controls and procedures (as defined inunder ~~Rules~~ Rule 13a-15(e) ~~and 15d-15(e)~~ under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the usCompany in the reports that wethe ~~file~~Company files or ~~submit~~ submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the ~~Securities and Exchange Commission'~~SEC’s rules and forms., ~~Recent~~and ~~communications~~that ~~from~~such ~~the~~information ~~Securities~~is accumulated and ~~Exchange~~communicated ~~Commission brought~~ to ~~current~~the ~~management~~Company’s ~~attention that several required filings were delinquent and current~~ management, ~~recognized~~including ~~that~~the Company’s ~~prior~~CEO ~~management~~ and ~~executive~~ ~~team~~CFO, ~~did~~as ~~not~~appropriate, ~~have adequate controls in place~~ to ~~ensure~~allow ~~that~~timely ~~filings~~decisions ~~were~~regarding ~~made in~~required ~~an accurate and timely manner~~disclosure.

Changes in Internal Controls

InThere ~~management’s~~have ~~evaluation~~been ofno changes in the Company’s internal ~~controls~~control ~~and~~over ~~procedures~~financial reporting during the latest fiscal quarter that have materially affected, ~~some~~or are ~~improvements~~reasonably ~~were~~likely ~~made~~to asmaterially ~~follows:~~affect, the Company’s internal control over financial reporting.

● Updating internal controls and procedures.

● Continued education for the Company’s executive management to keep them abreast of changes in legal accounting rules and SEC regulations.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

Except as stated below, neither the Company nor any of its subsidiaries is a party to any pending or threatened legal proceedings.

As disclosed in our Form 8-K ~~filing~~filed on ~~June~~May 2615, ~~2007~~2009, weon ~~are~~May ~~subject~~13, to2009, awe ~~debt~~entered ~~collection~~into ~~lawsuit~~a inSettlement ~~the~~Agreement ~~Supreme~~and ~~Court~~Mutual ofGeneral ~~New~~Release ~~York,~~(the ~~Kings~~“Settlement Agreement”) ~~County,~~with ~~filed~~Golden onState ~~May 14~~Equity Investors, ~~2007~~Inc., byf/k/a ~~Harris~~Golden ~~Publications~~Gate Investors, Inc., ~~for~~a ~~not~~California ~~paying~~corporation ~~for~~(“GSEI”) ~~advertising~~to ~~services~~settle that certain ~~rendered. Plaintiff~~lawsuit ~~seeks~~filed ~~judgment~~by inGSEI against the ~~amount~~Company ofon $7March 16,~~713.00~~ ~~with~~2009 in the Superior ~~interest~~Court ~~from~~of ~~March~~the 1,State ~~2005. We~~of ~~are~~California, ~~working~~County toof ~~resolve~~San ~~this matter~~Diego. InUnder the Settlement ~~opinion~~Agreement, ofwe ~~our~~agreed ~~management,~~to ~~this~~pay ~~matter~~GSEI isan ~~not~~aggregate of $250,000 in ~~reasonably~~installments ~~expected~~from toJune ~~have~~1, a2009 ~~material~~to ~~adverse~~November ~~effect~~1, on2010 ~~our~~(the ~~business~~“Settlement ~~and~~Amount”), ~~financial~~and ~~condition. The~~in ~~resolution~~return ofGSEI ~~this~~has ~~matter~~agreed isto ~~still pending~~dismiss the lawsuit.

As disclosed in our Form 8-K filed on March 16, 2009, in this lawsuit, GSEI alleged that the Company was liable for breach of certain investment agreements by failing and refusing to (i) pay to GSEI the interest prepayment required under the terms of certain debenture, and (ii) deliver shares of common stock of the Company in connection with a conversion of the debenture. The Settlement Agreement will settle approximately $511,966.53 plus accrued interest. It also terminates such investment agreements and releases all liabilities of the Company under the investment agreements.

As disclosed in our Form 8-K filed on March 16, 2009, on February 27, 2009, the Company and Aleksandr Shvarts, President and CEO of the Company (collectively, the “Third-Party Defendants”), were served with a third-party summons and counterclaim filed by Eric Schwartz, the original defendant (the “Third-Party Plaintiff”). The counterclaim is grounded in the Third-Party Defendants’ failure to repay certain loan agreement. The Third-Party Plaintiff alleged: (i) fraudulent representations against the Third-Party Defendants stemming from alleged representations that common stock of the Company will be issued to plaintiff when the Company becomes a public company and said shares of common stock will satisfy the amount owed under the loan agreement, and (ii) that the Company has been unjustly enriched in the amount of not less than $425,000 by virtue of its receipt of $425,000 from plaintiff. The case was filed in the Supreme Court of the State of New York, County of New York. The Third-Party Plaintiff seeks indemnification of not less than $1,000,000 from the fraudulent representations and not less than $425,000 plus accrued interest because of unjustified enrichment, all in the sum of not less than $1,425,000. We deny the allegations made in the complaint and have retained Nesenoff & Miltenberg, LLP as our legal counsel in this matter.

As disclosed on our Form 8-K filed on October 14, 2008, on October 7, 2008, we, the Company, and our CEO Aleksandr Shvarts (collectively, the “Defendants”) were served with a summons and complaint filed by AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners, LLC, and New Millennium Capital Partners II, LLC (collectively, the “Plaintiffs”). The complaint alleged that the Company has failed to make payments due on a series of notes from 2004 to 2006 issued by the Company, and failed to make payments of interest due on these notes, and other unlawful conducts by the Company. The case was filed in the Supreme Court of the State of New York, County of New York. The Plaintiffs seek all sums due from the notes and other agreements, prejudgment interest, compensatory damages, punitive damages, and attorneys' fees to be in excess of $650,000. The Company and Mr. Shvarts deny the allegations made in the complaint and intend to vigorously contest the allegations. We believe that we did not enter into any of the above referenced notes with the Plaintiffs and none of the notes or related legal documents were signed or executed on behalf of the Company or our CEO. We deny the allegations made in the complaint and have retained Nesenoff & Miltenberg, LLP as our legal counsel in this matter.

As disclosed in our Form 8-K filed on November 21, 2008, on September 3, 2008, we were served with a Notice of Motion for Summary Judgment in Lieu of Complaint filed by David Kokakis (“Plaintiff”). On November 11, 2008, the Company settled this litigation and entered into a settlement agreement (the “Stipulation of Settlement”) with Plaintiff. The Company signed two (2) confessions of judgment (the “Confession of Judgment”) which is in favor of Plaintiff. Pursuant to the first Confession of Judgment, in the event of default of the Stipulation of Settlement, the Company agrees to pay Plaintiff a total of $388,810, consisting of a principal amount of $329,500 plus accrued interests of $59,310. Pursuant to the second Confession of Judgment, in the event of default of the Stipulation of Settlement, the Company agreed to pay Plaintiff deferred compensation in the sum of $125,962. The second claim would be the basis of a second action brought by Plaintiff against the Company, which Plaintiff was about to commence. If the Company makes all of the payments, which is $329,500 in total, pursuant to the payment schedule, the two (2) Confessions of Judgment will not be filed and will be waived and returned to the Company’s attorney. Failing to make the payments, or failing to pay on time, as aforedescribed, will be deemed a default and permit Plaintiff’s counsel to file both Confessions of Judgment and Affidavits of Confession of Judgments with the Clerk of the Court without further notice.

On October 9, 2008, the Company and Echo (collectively, the “Defendants”) were served with a summons and complaint filed by Eric Schwartz, the former Director and Vice President of the Company until January 27, 2008 (“Plaintiff”). The complaint alleged that during Plaintiff’s employment by the Company and Echo, Plaintiff is owed the sum of not less than $119,621 plus accrued interest with respect to the unpaid base salary for 2006, 2007 and January 2008. The case was filed in the Supreme Court of the State of New York, County of Kings. The plaintiffs seek all sums for the unpaid base salary plus interest, compensation, liquidated damages equal to 25% of the total amount of wages due, attorneys’ fees, and a sum not exceeding $50 for expenses which may be taxed as costs, all in the sum of not less than $149,526.25. The Company and Echo deny the allegations made in the complaint and intend to vigorously contest the allegations. We deny the allegations made in the complaint and have retained Nesenoff & Miltenberg, LLP as our legal counsel in this matter and have filed a counterclaim against Eric Schwartz.

Item 1A. Risk Factors.

Not applicable to smaller reporting companies.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

AsThe ~~disclosed~~description inof ~~the~~unregistered ~~recent~~sales ~~8-K~~of ~~filings,~~securities ~~the~~is ~~Company~~incorporated ~~entered~~in ~~into~~our ~~two~~Current Report ~~agreements~~Form ~~as follows:~~ 8-K.

~~On or~~As ~~about~~disclosed ~~March~~on ~~14,~~our ~~2008,~~current ~~Mega~~report ~~Media~~Form ~~Group,~~8-K ~~Inc.~~filed ~~(the~~on ~~“Company”)~~May ~~entered~~18, ~~into a $50~~2009,~~000~~ 9%on ~~convertible~~May ~~promissory note (individually~~15, ~~the “Note”) with Dr. Lev~~2009, ~~Paukman~~we ~~(the~~issued ~~Holder”). Pursuant~~7,000,000 toshares ~~the terms~~ of ~~the~~our ~~Note,~~common ~~the Holder~~stock ~~shall have the right from time~~ to ~~time~~Signal Above, ~~and~~LLC atpursuant ~~any time on or prior~~ to ~~maturity~~certain Amendment to ~~convert~~Time ~~all~~Brokerage ~~or any part of the outstanding and unpaid principal amount of this Note into fully paid and non-assessable shares of Common Stock, $~~Agreement.~~001 par value per share.~~

~~On March~~As ~~18,~~disclosed ~~2008,~~on ~~the~~our ~~Mega~~current ~~Media~~report ~~Group,~~Form ~~Inc.~~8-K ~~(the~~filed ~~“Company”)~~on ~~entered~~May ~~into a $50~~1,~~000~~ ~~9% convertible promissory note (individually~~2009, ~~the~~on ~~“Note”)~~April ~~with Dr. Elan Kaufman or~~27, ~~its~~2009, ~~registered~~we ~~assigns~~issued ~~(the~~25,279,614 ~~“Holder”). Pursuant~~shares ~~to the terms~~ of ~~the~~ ~~Note,~~our ~~the~~common ~~Holder~~stock ~~shall have the right from time~~ to ~~time,~~Island ~~and at any time on~~Broadcasting orCompany ~~prior~~pursuant to ~~maturity~~certain Amendment to ~~convert~~Time ~~all~~Brokerage ~~or any part of the outstanding and unpaid principal amount of this Note into fully paid and non-assessable shares of Common Stock, $~~Agreement.~~001 par value per share.~~

~~The~~From ~~shares~~April of27, ~~MMDA~~2009 ~~common~~to ~~stock~~April ~~issued~~30, to2009, ~~the~~we ~~individuals~~entered ~~named~~into ~~above~~9% ~~are~~convertible ~~currently~~promissory ~~not~~notes ~~registered~~(the “Notes”) with ~~the~~certain ~~Securities~~investors ~~and~~(the ~~Exchange~~“Holders”) ~~Commission,~~for ~~but~~an ~~MMDA~~aggregate of ~~contemplates~~$193,000. The ~~that~~maturity adate ~~registration~~of ~~statement~~these ~~will~~Notes beis ~~filed~~October ~~in the near~~1, ~~future~~2009.

~~These~~As ~~shares~~disclosed ofon our ~~common~~current ~~stock~~report ~~qualified~~Form ~~for~~8-K ~~exemption~~filed ~~under~~on ~~Section~~February ~~4(2)~~27, of2009, ~~the Securities~~on ~~Act of 1933 since the issuance shares by us did not involve a public~~February ~~offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal~~10, ~~size of the offering~~2009, ~~manner of the offering and number of shares offered. We did not undertake an offering in which~~ we ~~sold~~issued a7,000,000 ~~high number of~~ shares ~~to a high number~~ of ~~investors.~~our Incommon ~~addition,~~stock ~~the individuals named above had the necessary investment intent as required by Section 4(2) since they agreed~~ to ~~and~~Robert ~~received share~~Catell ~~certificates~~for ~~bearing~~ a ~~legend stating that such shares are restricted~~ ~~pursuant~~total ~~to Rule 144~~ of the 1933 Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors$70,000 wepursuant ~~have met the requirements~~ to ~~qualify~~certain ~~for~~Share ~~exemption~~Purchase ~~under Section 4(2) of the Securities Act of 1933 for this transaction~~Agreement.

These securities are issued in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). These securities qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance securities by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of securities offered. We did not undertake an offering in which we sold a high number of securities to a high number of investors. In addition, these shareholders had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

Item 5. Other Information.

None.

1928

Item 6. Exhibits.


Exhibit No.	Title of Document	Location

31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934	Filed herewith

31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934	Filed herewith

32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith

32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith

2029

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

	MEGA MEDIA GROUP, INC.
Date: June 21, 2008	By:	/s/ Aleksandr Shvarts
Date: June 19, 2009	By:	/s/ Aleksandr Shvarts
		ALEKSANDR SHVARTS

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