SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________

FORM 8-K

___________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): ~~July~~August 2310, 2009

MEGA MEDIA GROUP, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

Nevada	000-28881	88-0403762
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)	(COMMISSION FILE NO.)	(IRS EMPLOYEE IDENTIFICATION NO.)

1122 Coney Island Avenue

Brooklyn, NY 11235

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(718) 947-1100

(ISSUER TELEPHONE NUMBER)

(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT

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

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

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

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

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

Item 1.~~01 Entry~~03 Bankruptcy ~~into a Material Definitive Agreement~~or Receivership.

On ~~July~~August 2310, 2009, weMega ~~entered~~Media ~~into~~Group, 9%Inc. ~~convertible~~(“we”, ~~promissory~~“MMG” ~~notes~~or (the “~~Notes~~Company”) ~~with~~and Echo ~~certain~~Broadcasting ~~investors~~Group (~~the~~ “~~Holders~~Echo”) ~~for an aggregate of $68~~,~~050. The~~ ~~maturity~~its ~~date~~wholly-owned ofsubsidiary ~~these Notes is October 1~~(collectively, ~~2009. Pursuant~~ to the ~~terms of the Notes, the Holders shall have the~~ ~~right from time to time~~“Debtors”), ~~and~~filed atvoluntary ~~any~~petitions ~~time on or prior to maturity to convert all or any part of~~ (the ~~outstanding~~“Chapter ~~and~~11 ~~unpaid~~Cases”) ~~principal~~for ~~amount~~relief ~~of these Notes into~~under ~~fully~~Chapter ~~paid~~11 ~~and non-assessable shares~~ of ~~Common Stock, $.001 par value per share. The number of shares of Common Stock to be issued upon each conversion of these Notes shall be determined by dividing~~ the ~~amount~~United ~~of principal~~States ~~and~~Bankruptcy ~~accrued~~Code ~~interest to be converted~~ (the “~~Conversion~~Bankruptcy ~~Amount~~Code”) byin the ~~applicable~~United ~~Conversion~~States ~~Price~~Bankruptcy ~~then~~Court infor ~~effect on~~ the ~~date~~Eastern ~~specified~~District ~~in the notice~~ of ~~conversion,~~New inYork ~~the form attached hereto as Exhibit A~~ (the “~~Notice~~Bankruptcy ~~of Conversion~~Court”). The ~~Conversion~~Chapter ~~Price~~11 ~~shall~~Cases beNo. ~~equal~~are to09-46811 ~~the average closing bid price of the Common Stock~~ (asMMG) ~~reported~~and ~~by Bloomberg L.P.~~009-46813 (Echo). onThe ~~the~~Debtors ~~OTC Bulletin~~are ~~Board~~waiting for the ~~ten~~judge ~~(10)~~to ~~trading~~be ~~days~~assigned. ~~prior~~The toDebtors ~~the~~will continue ~~date~~to ofoperate ~~the~~their ~~Conversion Notice~~businesses ~~(the~~as “~~Conversion Date~~debtors-in-possession”) ~~multiplied~~under ~~by .80 provided that~~ the ~~Notice~~ jurisdiction of ~~Conversion~~the isBankruptcy ~~submitted~~Court byand toin ~~our~~accordance ~~company~~with ~~before~~the ~~6:00 p.m., New York, New~~applicable ~~York~~provisions ~~time~~of onthe ~~such~~Bankruptcy ~~Conversion~~Code ~~Date.~~and ~~However,~~orders of the ~~Conversion Price shall not~~Bankruptcy ~~exceed $0~~Court.~~05.~~

~~The~~Item ~~foregoing~~5.02 Departure ~~description~~ of ~~the~~Directors ~~Notes~~or ~~contemplated~~Certain ~~thereby~~Officers; ~~does~~Election ~~not purport to be~~of ~~complete~~Directors; ~~and~~Appointment isof ~~qualified~~Certain inOfficers; ~~its~~Compensatory ~~entirety~~Arrangements byof ~~reference to the complete texts~~Certain ~~attached hereto as exhibits~~Officers.

~~Item~~On July 315, 2009, we entered into new employment agreements with the named officers as described below.02 The ~~Recent~~agreements ~~Sales~~provide offor ~~Unregistered~~annual ~~Securities~~base salaries and stock option plans.

~~The~~Alex information set forth in Item 1.01 of this Current Report on Form 8-K that relates to the recent sales of unregistered securities is incorporated by reference into this Item 3.02. 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.Shvarts

Effective July 15, 2009, we entered into a new employment agreement with Alex Shvarts, our Chief Executive Officer and Chairman, pursuant to which his employment will terminate on July 14, 2011. Pursuant to this employment agreement, we agree to pay Alex Shvarts an initial annual base compensation of $220,000 with an annual increase of 10%. He is eligible to receive a performance bonus for the prior year no later than March 31 of each year. Mr. Shvarts will further have the option to purchase five million shares at $0.2 cents and five million shares at $0.03 cents of our common stock for a period of 3 years on a non dilutive basis.

Gennady Pomeranets

Effective July 15, 2009, we entered into a new employment agreement with Gennady Pomeranets, our Chief Financial Officer, pursuant to which his employment will terminate on July 14, 2011. Pursuant to this employment agreement, we agree to pay Gennady Pomeranets an initial annual base compensation of $120,000 with an annual increase of 10%. He is eligible to receive a performance bonus for the prior year no later than March 31 of each year. Mr. Pomeranets will further have the option to purchase three million shares at $0.2 cents and three million shares at $0.03 cents of our common stock for a period of 3 years on a non dilutive basis.

Copies of the employment agreements dated July 15, 2009 are attached hereto as Exhibit 10.1 and 10.2 and incorporated herein by reference.

Item 9.01 Financial Statement and Exhibits.

Exhibit No.		Description
10.1		9%Employment ~~Convertible~~Agreement ~~Promissory Note~~ between the Company and ~~Eugene~~Alex ~~Khavinson~~Shvarts, dated July 2315, 2009
10.2		9%Employment ~~Convertible~~Agreement ~~Promissory Note~~ between the Company and ~~Steven~~Alex ~~Fruman~~Shvarts, dated July 2315, 2009

SIGNATURES

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

	MEGA MEDIA GROUP, INC.
Dated: July 28, 2009	By:	/s/ Alex Shvarts
Dated: August 10, 2009	By:	/s/ Alex Shvarts
		Alex Shvarts
		President and Director
		Chief Executive Officer and Director

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