UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549









FORM
      10-QSB







(Mark
      One)


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




For
      the quarterly period ended October 31, 2007




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




For
      the transition period from ___________ to ___________




Commission
      File number 000-28881


MEGA
      MEDIA GROUP, INC.


(Exact
      name of registrant as specified in its charter)




Nevada
            88-0403762(State
                or other jurisdiction of incorporation or organization)
            (I.R.S.
                Employer Identification No.)  598
                Broadway, 3rd
                Floor, New York, NY
            10012(Address
                of principal executive offices)
            (Zip
                Code)





(646)
                839-5500(Registrant’s
                telephone number, including area
                code)




Indicate
      by check mark if the registrant (1) has filed reports required to be filed
      by
      Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
      12 months (or for such shorter period that the Company was required to file
      such
      reports), and (2) has been subject to such filing requirements for the past
      90
      days.


Yes
oNo
x





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 x




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Act).


oYes     xNo





As
      of
      October 31, 2007, we had 74,145,361 outstanding shares of Common Stock, $0.001
      par value.















MEGA
      MEDIA GROUP, INC.


TABLE
      OF CONTENTS





PART
                I - FINANCIAL
                INFORMATIONItem
                1. Financial Statements
            1Item
                2. Management’s Discussion and Analysis of Financial Condition and Results
                of Operation
            9Item
                3. Quantitative and Qualitative Disclosures About Market
                Risk
            13Item
                4. Controls and Procedures
            13PART
                II - OTHER INFORMATIONItem
                1. Legal Proceedings
            13Item
                1A. Risk Factors
            13Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            13Item
                3. Defaults Upon Senior Securities
            14Item
                4. Submission of Matters to a Vote of Security Holders
            14Item
                5. Other Information
            14Item
                6. Exhibits
            14SIGNATURES
            15







i










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.


ii










PART
      I - FINANCIAL INFORMATION





Item 
      1.  Financial Statements.






MEGA
                  MEDIA GROUP, INC. AND SUBSIDIARIESCONSOLIDATED
                  BALANCE SHEETSUNAUDITEDOctober
                  31,
              
              
              January
                  31,ASSETS
              
              2007
              
              
              2007Current
                  Assets
              
              (Unaudited)Cash
              
              $
              12,906
              
              
              $
              37,444Accounts
                  receivable, net (Note 3)
              
              
              91,364
              
              
              
              68,636Prepaid
                  Expenses
              
              
              99,217
              
              
              
              168,203Total
                  Current Assets
              
              
              203,488
              
              
              
              274,283Fixed
                  assets, net (Note 4)
              
              
              345,526
              
              
              
              559,097Master
                  records, net (Note 5)
              
              
              125,000
              
              
              
              306,676Other
                  intangible assets, net (Note 5)
              
              
              186,667
              
              
              
              -Advances
              
              
              20,000
              
              
              
              20,000Deposits
              
              
              183,486
              
              
              
              225,486Other
              
              
              16,010
              
              
              
              16,010TOTAL
                  ASSETS
              
              $
              1,080,176
              
              
              $
              1,401,552LIABILITIES
                  AND STOCKHOLDERS' DEFICITCurrent
                  LiabilitiesAccounts
                  payable
              
              $
              462,512
              
              
              $
              394,870Sales
                  tax payable
              
              
              616
              
              
              
              892Payroll
                  taxes payable
              
              
              668,352
              
              
              
              284,731Accrued
                  Offices' Compensation
              
              
              406,883
              
              
              
              379,829Equipment
                  loan - current portion
              
              
              8,304
              
              
              
              14,924Equipment
                  lease - current portion
              
              
              19,440
              
              
              
              19,440Loans
                  payable (Note 7)
              
              
              795,000
              
              
              
              440,000Due
                  to related party (Note 6)
              
              
              398,783
              
              
              
              444,455Deferred
                  revenues
              
              
              638,704
              
              
              
              252,399Accrued
                  expenses
              
              
              12,555
              
              
              
              7,545Payable
                  to shareholders (Note 6)
              
              
              55,548
              
              
              
              715,118Other
                  current liabilities (Note 10)
              
              
              -
              
              
              
              410,965Total
                  Current Liabilities
              
              
              3,466,697
              
              
              
              3,365,168Equipment
                  Loan Payable
              
              
              5,953
              
              
              
              46,961Equipment
                  Lease Payable
              
              
              35,640
              
              
              
              50,220TOTAL
                  LIABILITIES
              
              
              3,508,290
              
              
              
              3,462,349Stockholders'
                  DeficitPreferred
                  stock, $.001 par value, 20,000,000 shares authorized, 0
                  shares
                issued
                  and outstanding as of 10/31/07 and 14,492,000 shares issued and
                  outstanding
                as
                  of 01/31/07 (Note 8)
              
              
              -
              
              
              
              14,492Common
                  stock, $.001 par value, 500,000,000 shares authorized, 74,145,361
                shares
                  issued and outstanding as of 10/31/07 and 70,000,000 shares
                authorized,
                  5,277,446 shares issued and outstanding as of 01/31/07 (Note
                  8)
              
              
              74,145
              
              
              
              5,277Additional
                  paid-in capital
              
              
              5,632,389
              
              
              
              4,067,546Deferred
                  compensation
              
              
              (317
              )
              
              
              (1,392
              )Accumulated
                  Deficit
              
              
              (8,134,331
              )
              
              
              (6,146,720
              )Total
                  Stockholders' Deficit
              
              
              (2,428,114
              )
              
              
              (2,060,797
              )TOTAL
                  LIABILITIES AND STOCKHOLDERS' DEFICIT
              
              $
              1,080,176
              
              
              $
              1,401,552




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






1




MEGA
                  MEDIA GROUP, INC. AND
                  SUBSIDIARIESCONSOLIDATED
                  STATEMENTS OF
                  OPERATIONSUNAUDITEDNine
                  Months Ended October
                  31,
              
              
              Three
                  Months Ended October
                  31,2007
              
              
              2006
              
              
              2007
              
              
              2006(unaudited)
              
              
              (unaudited)
              
              
              (unaudited)
              
              
              (unaudited)Revenues:Advertising
                    revenues
              
              $
              3,104,846
              
              
              $
              2,379,108
              
              
              $
              1,229,034
              
              
              $
              845,715-
              
              
              
              
              
              
              
              -Other
                    revenues
              
              
              280,101
              
              
              
              40,508
              
              
              
              87,893
              
              
              
              29,708Total
                    Revenues
              
              
              3,384,947
              
              
              
              2,419,616
              
              
              
              1,316,927
              
              
              
              875,423Operating
                    Expenses
              
              
              2,517,366
              
              
              
              2,279,720
              
              
              
              977,508
              
              
              
              821,977Selling,
                    general and
                    administrative
              
              
              2,405,616
              
              
              
              2,205,521
              
              
              
              710,232
              
              
              
              1,023,142Depreciation
                    and
                    amortization
              
              
              338,949
              
              
              
              244,785
              
              
              
              50,500
              
              
              
              44,455Loss
                    on disposition of
                    fixed assets
              
              
              60,025
              
              
              
              -
              
              
              
              60,025
              
              
              
              -Stock
                    compensation
                    expense
              
              
              308,333
              
              
              
              -
              
              
              
              8,333
              
              
              
              -5,630,289
              
              
              
              4,730,025
              
              
              
              1,806,598
              
              
              
              1,889,574Net
                    loss from
                    operations
              
              
              (2,245,342
              )
              
              
              (2,310,409
              )
              
              
              (86,272
              )
              
              
              (1,014,151
              )Other
                    Income/
                    Expenses:Gain
                    on
                    extinguishment of debt
              
              
              (403,400
              )
              
              
              
              
              
              
              (403,400
              )Interest
              
              
              42,382
              
              
              
              46,101
              
              
              
              2,243
              
              
              
              17,589Net
                    loss before tax
                    benefit
              
              
              (1,884,324
              )
              
              
              (2,356,510
              )
              
              
              (88,515
              )
              
              
              (1,031,740
              )Tax
                    benefit
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              -Net
                    loss
              
              $
              (1,884,324
              )
              
              $
              (2,356,510
              )
              
              $
              (88,515
              )
              
              $
              (1,031,740
              )






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






2




MEGA
                  MEDIA GROUP, INC. AND SUBSIDIARIESCONSOLIDATED
                  STATEMENTS OF CASH FLOWSUNAUDITEDNine
                  Months Ended October 31,2007
              
              
              2006(unaudited)
              
              
              (unaudited)CASH
                  FLOWS FROM OPERATING ACTIVITIES:Net
                  loss
              
              $
              (1,884,324
              )
              
              $
              (2,356,510
              )Adjustments
                  to reconcile net loss to net cashused
                  by operating activities:Depreciation
                  and amortization
              
              
              338,949
              
              
              
              244,785Loss
                  on the disposal of fixed assets
              
              
              60,025
              
              
              
              -Stock
                  issued for lender's fee
              
              
              -
              
              
              
              10,000Stock
                  issued in exchange for lease commitment
              
              
              -
              
              
              
              237,189Stock
                  compensation for services
              
              
              1,000
              
              
              
              10,600Non-cash
                  stock based compensation
              
              
              308,333
              
              
              
              -Extinguishment
                  of Debt
              
              
              (403,400
              )Changes
                  in operating assets and liabilities:(Increase)
                  in accounts receivable
              
              
              (22,728
              )
              
              
              10,433(Increase)
                  decrease in advances
              
              
              -
              
              
              
              (20,000
              )(Increase)
                  decrease in prepaid expenses
              
              
              68,985
              
              
              
              (197,139
              )Increase
                  in accounts payable
              
              
              67,642
              
              
              
              155,735Increase
                  in sales tax payable
              
              
              (276
              )
              
              
              -Increase
                  in lease payable
              
              
              -
              
              
              
              74,520Increase
                  in accrued officers' compensation
              
              
              27,054
              
              
              
              229,500Increase
                  in accrued expenses
              
              
              5,010
              
              
              
              2,400Increase
                  in deferred revenue
              
              
              186,305
              
              
              
              320,777Increase
                  in payroll liabilities
              
              
              383,621
              
              
              
              134,096Increase
                  in other current liabilities
              
              
              (7,564
              )
              
              
              -Total
                  adjustments
              
              
              1,012,956
              
              
              
              1,212,895NET
                  CASH USED BY OPERATING ACTIVITIES
              
              
              (871,368
              )
              
              
              (1,143,615
              )CASH
                  FLOWS FROM INVESTING ACTIVITIES:Master
                  records
              
              
              (14,000
              )
              
              
              (306,676
              )Fixed
                  assets
              
              
              (30,595
              )
              
              
              (394,255
              )Deposits
              
              
              42,000
              
              
              
              (42,000
              )CASH
                  PROVIDED (USED) BY INVESTING ACTIVITIES
              
              
              (2,595
              )
              
              
              (742,931
              )CASH
                  FLOWS FROM FINANCING ACTIVITIES:Loan
                  proceeds, net of repayments
              
              
              346,995
              
              
              
              (15,628
              )Proceeds
                  from issuance of debenture
              
              
              -
              
              
              
              200,000Loans
                  from shareholders
              
              
              107,430
              
              
              
              973,064Loans
                  from related parties
              
              
              -
              
              
              
              444,455Repayment
                  of loan from related parties
              
              
              (5,000
              )
              
              
              -Sale
                  of common stock
              
              
              400,000
              
              
              
              350,000CASH
                  PROVIDED BY FINANCING ACTIVITIES
              
              
              849,425
              
              
              
              1,951,891NET
                  INCREASE IN CASH
              
              
              (24,538
              )
              
              
              65,344CASH:
                  Beginning of period
              
              
              37,444
              
              
              
              12,418End
                  of period
              
              $
              12,906
              
              
              $
              77,762Supplemental
                  disclosure of noncash financing and investing activities:Cash
                  paid during the period for income taxes
              
              $
              2,275
              
              
              $
              1,675Cash
                  paid during the period for interest
              
              $
              49,977
              
              
              $
              43,701Non
                  Cash Financing and Investing Activities:Stock
                  issued for lender's fee
              
              $
              -
              
              
              $
              10,000Stock
                  issued in exchange for lease commitments
              
              $
              -
              
              
              $
              237,189Stock
                  issued for conversion of loans to shareholders
              
              $
              877,000
              
              
              $
              843,131Preferred
                  stock issued for services
              
              $
              1,100
              
              
              $
              11,992Capitalized
                  lease
              
              $
              -
              
              
              $
              77,760Stock
                issued for
                compensation
              
              $
              308,333
              
              
              $
              -Gain on extinguishment
                of
                debt
              
              $
              (416,866
              )
              
              $
              -




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


3





MEGA
      MEDIA GROUP, INC. AND SUBSIDIARIES


NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS


(Amounts
      and Disclosures at and for the three and six months


Ended
      October 31, 2007 and 2006 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 and
      Russian ethnic media. The corporate headquarters is located in Brooklyn,
      NY.  All references to the year ending January 31, 2005 are for the
      period February 3, 2004 (date of inception) to January 31, 2005.





As
        reflected in the accompanying combined financial statements, the Company
        has an
        accumulated deficit of $6,146,720 and $2,870,499 at January 31, 2007 and
        2006
        respectively that includes losses of $3,276,221 and $2,270,974 for the years
        ended January 31, 2007 and 2006 respectively and a working deficit of $3,090,885
        and $963,754 at January 31, 2007 and 2006 respectively. Also, as reflected
        in
        the accompanying combined financial statements, the Company has an accumulated
        deficit of $8,134,331 and $5,227,009 at October 31, 2007 and 2006 respectively
        that includes losses of $1,884,324 and $2,356,510 for nine months ended October
        31, 2007 and 2006 respectively and a working deficit of $3,263,209 and
        $2,348,038 at October 31, 2007 and 2006 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
      of Interim
      Financial Statements





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 2006 Annual Report on Form 10-K and Form 8-K filed on
      June 26, 2007.




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





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.





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.






4


MEGA
        MEDIA GROUP, INC. AND SUBSIDIARIES
 NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS
 (Amounts
        and Disclosures at and for the three and six months
 Ended
        October 31, 2007 and 2006 Are Unaudited)


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 three months ended October 31, 2007
        and
        2006, barter transactions reflected in net broadcast revenue, operating expenses
        and selling, general and administrative expenses were approximately$47,343 and $77,277respectively.





New
      Accounting Pronouncements





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 Company is currently evaluating the impact of
        this new pronouncement on its consolidated financial
        statements.








NOTE
      3 –
ACCOUNTS RECEIVABLE




Accounts
                  receivable consist of the following:
              
              October
                  31, 2007
              
              
              January
                  31, 2007Accounts
                  receivable-trade
              
              $
              104,364
              
              
              $
              81,636Allowance
                  for doubtful accounts
              
              
              (13,000
              )
              
              
              (13,000
              )$
              91,364
              
              
              $
              68,636




NOTE
      4 –
FIXED ASSETS




Fixed
                  Assets consist of the following:
              
              October
                  31, 2007
              
              
              January
                  31, 2007Equipment
              
              $
              434,340
              
              
              $
              432,565Leasehold
              
              
              230,969
              
              
              
              309,148Furniture
              
              
              38,162
              
              
              
              33,953Trucks
              
              
              41,188
              
              
              
              94,288Computer
                  software
              
              
              27,685
              
              
              
              20,705772,344
              
              
              
              890,659Less
                  accumulated depreciation
              
              
              426,818
              
              
              
              331,562$
              345,526
              
              
              $
              559,097




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.







5


MEGA
        MEDIA GROUP, INC. AND SUBSIDIARIES
 NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS
 (Amounts
        and Disclosures at and for the three and six months
 Ended
        October 31, 2007 and 2006 Are Unaudited)


NOTE
      5 –
INTANGIBLE ASSETS




October
                  31, 2007
              
              
              January
                  31,  2007Intangible
                  Assets consist of the following:Master
                  records
              
              $
              320,676
              
              
              $
              306,676Other
                  intangible assets (see Note 2)
              
              
              200,000
              
              
              
              -Less
                  accumulated amortization
              
              
              (209,009
              )
              
              
              -$
              311,667
              
              
              $
              306,676





NOTE
      6 –
LOANS FROM SHARESHOLDERS AND RELATED PARTY TRANSACTIONS





At
      October 31, 2007 total loans payable to shareholders of $55,548 and due to
      related party of $398,783 mature in various amounts from January 11, 2008 to
      September 2, 2008 and have a stated interest rate of 9%.








NOTE
      7 -
      LOANS PAYABLE





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.








NOTE
      8 -
      PREFERRED AND COMMON STOCK





During
      three months ended October 31, 2007:





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.








NOTE
      9 -
      COMMITMENTS AND CONTINGENCIES





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
      continues to rent the office space on the month-to-month basis.





NOTE
        10 –
POTENTIAL LIABILITIES





On
      or
      about August 10, 2006, Edulink, Inc., a company trading on the OTC Bulletin
      Board ("Edulink"), acquired all of the outstanding shares of the Company (the
      "Merger"), temporarily making the Company a wholly-owned subsidiary of
      Edulink.  As further explained below, the Merger was subsequently rescinded
      as if it never occurred.  Upon closing the Merger, Edulink borrowed
      $200,000 in August 2006 through several convertible notes with the same terms.
      The notes are due in August 2009, bear initial interest at 6%, default interest
      of 15% and were secured by all assets of the Company when the Company was still
      owned by Edulink.  The notes are convertible at 50% of the average of the
      three lowest intraday trading prices during the 20 day period prior to
      conversion. In addition to the notes payable, the lender received 50,000,000
      warrants to purchase Edulink's common stock. The warrants have an exercise
      price
      of $.01 and expire in August 2013. The conversion cannot exceed 4.99% of the
      outstanding shares of common stock. The convertible notes were determined to
      have a compound embedded derivative consisting of the conversion option and
      the
      puts and the warrants were determined to be freestanding derivatives. During
      the
      fiscal year ending 01/31/07, interest on the notes was $5,425. As of 1/31/07,
      the total cost of the notes was $205,425. During the six months ending 07/31/07,
      interest on the notes was $2,926. As of 07/31/07, the total cost of the notes
      was $208,351.







6




MEGA
        MEDIA GROUP, INC. AND SUBSIDIARIES
 NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS
 (Amounts
        and Disclosures at and for the three and six months
 Ended
        October 31, 2007 and 2006 Are Unaudited)




Edulink
        also borrowed $203,400 in November 2006 through several notes with the same
        terms. The notes are due in November 2009, carry initial interest of 6%,
        default
        interest of 15% and were secured by all assets of the Company when the Company
        was still owned by Edulink.  The notes are convertible at 50% of the
        average of the three lowest prices during the 20 day period prior to conversion.
        In addition to the notes payable, the lender received 50,000,000 warrants
        to
        purchase the Edulink's common stock. The warrants have an exercise price
        of $.01
        and expire in November 2013. The conversion cannot exceed 4.99% of the
        outstanding shares of common stock. The convertible notes were determined
        to
        have a compound embedded derivative consisting of the conversion option and
        the
        puts and the warrants were determined to be freestanding derivatives. During
        the
        fiscal year ending 01/31/07, interest on the notes was $2,140. As of 1/31/07,
        the total cost of the notes was $205,540. During six months ending 07/31/07,
        interest on the notes was $2,975. As of 07/31/07, the total cost of the notes
        was $208,515.





The
      above
      described notes were issued contemplating that the Company would remain
      wholly-owned by Edulink and that its stock would be registered under applicable
      securities laws.  However, on or about March 12, 2007, the Company and
      Edulink executed a Mutual Rescission and Release Agreement rescinding the Stock
      Purchase Agreement and Share Exchange dated August 10, 2006 and voiding the
      reverse merger ab initio.  As a result of the aforesaid rescission,
      Edulink and the Company are presently renegotiating the terms of the notes
      and a
      potential relief of liabilities.  It is currently unclear which party
      will hold responsibility for the notes and in what amounts.




Based
        on
        the opinion of company’s legal counsel, the company is not legally liable for
        these liabilities. As the result the company has recorded extinguishment
        of debt
        income in the amount of $403,400 and reduction of interest expense in the
        amount
        of $13,466.


NOTE
      11 -
      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.




Nine
        Months Ended October 31, 2007
  Radio
                  VSE
                
                
                Recorded
                    Music
                
                
                Corporate
                
                
                Metro
                
                
                Other
                
                
                TotalRevenue
                
                $
                3,183,440
                
                
                $
                70,000
                
                
                $
                8,305
                
                
                $
                84,841
                
                
                $
                38,361
                
                
                $
                3,384,947Direct
                      operating
                      expenses
                
                
                2,308,647
                
                
                
                70,838
                
                
                
                150
                
                
                
                125,561
                
                
                
                12,170
                
                
                
                2,517,366Selling,
                      general and admin
                      expenses
                
                
                1,231,328
                
                
                
                481,356
                
                
                
                641,507
                
                
                
                21,705
                
                
                
                29,720
                
                
                
                2,405,616Depreciation
                      and
                      amortization
                
                
                39,110
                
                
                
                203,572
                
                
                
                82,661
                
                
                
                13,334
                
                
                
                272
                
                
                
                338,949Loss
                      on disposal of fixed
                      assets
                
                
                (4,960
                )
                
                
                64,985
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                60,025Stock
                      compensation
                      expense
                
                
                0
                
                
                
                0
                
                
                
                308,333
                
                
                
                0
                
                
                
                0
                
                
                
                308,333Interest
                      expenses
                
                
                49,528
                
                
                
                0
                
                
                
                (7,147
                )
                
                
                0
                
                
                
                0
                
                
                
                42,382Gain
                      on extinguishment of
                      debt
                
                
                
                
                
                
                
                
                
                
                (403,400
                )
                
                
                
                
                
                
                
                
                
                
                (403,400
                )Operating
                      income
                      (loss)
                
                $
                (440,213
                )
                
                $
                (750,751
                )
                
                $
                (613,800
                )
                
                $
                (75,759
                )
                
                $
                (3,801
                )
                
                $
                (1,884,324
                )
  Three
      Months Ended
      October 31, 2007  Radio
                  VSE
                
                
                Recorded
                    Music
                
                
                Corporate
                
                
                Metro
                
                
                Other
                
                
                TotalRevenue
                
                $
                1,164,581
                
                
                $
                50,000
                
                
                $
                411,705
                
                
                $
                84,841
                
                
                $
                9,200
                
                
                $
                1,720,327Direct
                      operating
                      expenses
                
                
                803,082
                
                
                
                47,515
                
                
                
                0
                
                
                
                25,561
                
                
                
                1,350
                
                
                
                977,508Selling,
                      general and admin
                      expenses
                
                
                349,517
                
                
                
                116,350
                
                
                
                224,025
                
                
                
                13,170
                
                
                
                7,170
                
                
                
                710,232Depreciation
                      and
                      amortization
                
                
                12,148
                
                
                
                2,625
                
                
                
                25,636
                
                
                
                10,000
                
                
                
                91
                
                
                
                50,500Loss
                      on disposal of fixed
                      assets
                
                
                (4,960
                )
                
                
                64,985
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                60,025Stock
                      compensation
                      expense
                
                
                0
                
                
                
                0
                
                
                
                8,333
                
                
                
                0
                
                
                
                0
                
                
                
                8,333Interest
                      expenses
                
                
                19,019
                
                
                
                0
                
                
                
                (16,776
                )
                
                
                0
                
                
                
                0
                
                
                
                2,243Gain
                      on extinguishment of
                      debt
                
                
                
                
                
                
                
                
                
                
                (403,400
                )
                
                
                
                
                
                
                
                
                
                
                (403,400
                )Operating
                      income
                      (loss)
                
                $
                (14,225
                )
                
                $
                (181,475
                )
                
                $
                170,488
                
                
                $
                (63,891
                )
                
                $
                589
                
                
                $
                (88,515
                )


7


MEGA
      MEDIA GROUP, INC. AND SUBSIDIARIES


NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS


(Amounts
      and Disclosures at and for the three and six months


Ended
      October 31, 2007 and 2006 Are Unaudited)




NOTE
        12 -
        SUBSEQUENT EVENTS






On
      November 9, 2007, Echo Broadcasting Group, Inc. ("Echo"), 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 must issue to Island Broadcasting Company 3,000,000
      restricted shares of common stock, within five business days of November 9,
      2007, at the final price determined at the close of business on the day of
      such
      transfer pursuant to the revised payment schedule between Echo and Island
      Broadcasting Company.




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.






8





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
      Operations




Results
      of operations for the Three Months Ended October 31, 2007 Compared with the
      Three Months Ended October 31, 2006





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 October 31, 2007 our
      revenue increased by $844,904 to $1,720,327 as compared to $875,423 for the
      three months ended October 31, 2006. The increase results primarily from
      increase radio advertising revenues and from the extinguishment of
      debt.




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 October 31, 2007 operating expenses increased by $155,531
      to
      $977,508 as compared to $821,977 for the three months ended October 31, 2006.
      The increase is principally attributable to increased broadcasting
      expenses.






9





Selling,
      General and Administrative Expenses




Selling, General and Administrative expenses decreased by $441,504 to $1,316,927
        for the three months ended October 31, 2007 from $1,023,142 in 2006. The
        decrease is attributable to lower 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 by $6,045 to $50,500 for the three months ended October 31, 2007
      from
      $44,455 in 2006 due to theacquisition of various fixed and intangible
      assets.





Loss
      on Disposition of Fixed Assets




Loss
      on disposition of fixed assets
      increased by $60,025 to $60,025 for the three months ended October 31, 2007 from
      $0 in 2006as result of the abandonment of leasehold improvements due to
      the termination of the lease agreement.





Stock
      Compensation Expense




Non-cash
      stock compensation expense
      increased by $8,333 to $8,333 for the three months ended October 31, 2007 from
      $0 in 2006 as result of sale of common stock to unrelated investors below the
      market price.





Interest
      Expense




Interest
        expense decreased by $15,344 to
        $2,243 for the three months ended October 31, 2007 from $17,589 in 2006 due
        to
        theconversion of borrowings into stock and extinguishment of
        debt.
  Extinguishment
          of Debt
 
 Gain on the extinguishment of debt increased by $403,400 to
          $403,400.
 
 Net
        Loss
 We
        have a net loss of $88,515 for three
        months ended October 31, 2007 as compared to a net loss of $1,031,740 for
        the
        three months ended October 31, 2006. The decrease in net loss is primarily
        attributable to thedecrease of our selling, general and administrative
        expenses and increase in revenues.
 
 For
        the Nine Months Ended October 31, 2007 Compared with the Nine Months Ended
        October 31, 2006
 
 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 nine months ended October 31, 2007
        our
        revenue increased by $965,331 to $3,384,947 as compared to $2,419,616 for
        the
        nine months ended October 31, 2006. The increase results primarily from increase
        radio advertising revenues and from the extinguishment of
        debt.


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
      nine months ended October 31, 2007 operating expenses increased by $237,646
      to
      $2,517,366 as compared to $2,279,720 for the nine months ended October 31,
      2006.
      The increase is principally attributable to changing from AM to FM frequencies
      as well as increased broadcasting expenses.






10





Selling,
      General and Administrative Expenses




Selling,
      General and Administrative
      expenses increased by $200,095 to $2,405,616 for the nine months ended October
      31, 2007 from $2,205,521 in 2006. The increase is attributable to higher
      corporate expenses, as well as increase in our recorded music business and
      promotional expenses. 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 by $94,164 to $338,949 for the nine months ended October 31, 2007
      from
      $244,785 in 2006 due to the acquisition of various fixed and intangible
      assets.





Loss
      on Disposition of Fixed Assets




Loss
      on disposition of fixed assets
      increased by $60,025 to $60,025 for theninemonths
      ended October 31, 2007 from $0 in
      2006as result of the abandonment of leasehold improvements due to the
      termination of the lease agreement.





Stock
      Compensation Expense




Non-cash
      stock compensation expense increased by $300,000 to $308,333 for the Nine months
      ended October 31, 2007 from $0 in 2006 as result of sale of common stock to
      unrelated investors at discount.




Extinguishment
        of Debt
 
 Gain on the extinguishment of debt increased by $403,400 to
        $403,400.





Interest
      Expense




Interest
        expense decreased by $3,719 to
        $42,382 for the nine months ended October 31, 2007 from $46,101 in 2006 due
        to
        theconversion of borrowings into stock and extinguishment of
        debt.
 
 Net
        Loss
 We
        have a net loss of $1,884,324
        for nine months ended October 31, 2007 as compared to a net loss of $2,356,510
        for the nine months ended October 31, 2006.The decrease in net loss is
        primarily attributable to the decrease of our selling, general and
        administrative expenses and increase in revenues.




Liquidity
      and Capital Resources





As
      of October 31, 2007, our Working
      Capital deficiency is $3,263,209. It was reduced by $416,866 as the result
      of the extinguishment of debt.




Cash
      used in operating activities was
      $871,368 for the nine months ended October 31, 2007 as compared to $1,143,615
      during the nine months ended October 31, 2006. The decrease in cash used in
      operating activities reflects the reduced outlays necessary to achieve the
      growth in revenues, which should ultimately result in positive operating cash
      flow.





Cashusedby
      investing activities was $2,595 for
      the nine months period ended October 31, 2007 as compared to $742,931 cash
      used
      in investing activities for the nine months period ended October 31, 2006.
      The
      decrease in cash used by investing activities is primarily due to reduced
      investments in various projects and reduction in security
      deposits.




Cash
      provided by financing activities
      was $849,425 for the nine months period ended October 31, 2007 as compared
      to
      $1,951,891 for the nine months ended October 31, 2006. The decrease in cash
      provided by financing activities is primarily due to the capital contributions
      and loans from shareholders.







11




Recent
      Financing




On
      or about August 17, 2007 Mega Media
      Group, Inc. executed a subscription agreement with Guennadi Lioubavine
      (“Lioubavine”) pursuant to which Lioubavine purchased 166,667 shares of MMG
      common stock at thirty cents ($0.30) per share for an aggregate purchase price
      of fifty thousand and 10/00 dollars ($50,000.10).





The
      shares of MMDA common stock issued
      to the individuals named above are currently not registered with the Securities
      and Exchange Commission, but MMDA contemplates that a registration statement
      will be filed in the near future.





These
      shares of our common stock
      qualified for exemption under Section 4(2) of the Securities Act of 1933 since
      the issuance shares 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 shares offered. We did not undertake an offering in
      which
      we sold a high number of shares to a high number of investors. In addition,
      the
      individuals named above 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 shares are restricted pursuant 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, we have met the
      requirements to qualify for exemption under Section 4(2) of the Securities
      Act
      of 1933 for this transaction.





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 $1,884,324 and $2,356,510 for the nine months ended
      October 31, 2007 and 2006, respectively, and have an accumulated deficit of
      $8,134,331 at October 31, 2007. As of October 31, 2007, we had total current
      assets of $203,488 and total current liabilities of $3,466,696 creating a
      working capital deficiency of $3,263,209. The Company currently has
      approximately $12,906 in cash as of October 31, 2007.




Off-Balance
      Sheet 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 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.






12




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
      Risk




Our
      exposure
      to market risk is principally confined to cash in bank which have short
      maturities and therefore we believe to be minimal and immaterial market
      risk.





Item
      4.                      Controls
      and Procedures.




Evaluation
      of Disclosure
      Controls and Procedures




Based
      on
      their evaluation as of the end of the period covered by this Quarterly Report
      on
      Form 10-QSB, our Chief Executive Officer and Chief Financial Officer have
      concluded that our disclosure controls and procedures (as defined in Rules
      13a-15(e) and 15d-15(e) under the Exchange Act) are effective to ensure that
      information required to be disclosed by us in reports that we file or submit
      under the Exchange Act is recorded, processed, summarized and reported within
      the time periods specified in the Securities and Exchange Commission's rules
      and
      forms. Recent communications from the Securities and Exchange Commission brought
      to current management’s attention that several required filings were delinquent
      and current management recognized that Company’s prior management and executive
      team did not have adequate controls in place to ensure that filings were made
      in
      an accurate and timely manner.





Changes
      in Internal
      Controls




In
      management’s evaluation of the Company’s internal controls and procedures, some
      improvements were made as follows:





●     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 8-K filing on June 26, 2007, we are subject to a debt collection lawsuit
      in the Supreme Court of New York, Kings County, filed on May 14, 2007 by Harris
      Publications, Inc. for not paying for advertising services
      rendered.  Plaintiff seeks judgment in the amount of $7,713.00 with
      interest from March 1, 2005.  We are working to resolve this
      matter.  In the opinion of our management, this matter is not
      reasonably expected to have a material adverse effect on our business and
      financial condition.  The resolution of this matter is still
      pending.





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




As
      noted
      earlier in this filing, and as disclosed in a recent 8-K filings, there was
      a
      recent subscription agreement entered into with a non-affiliate:  On
      or about August 17, 2007 Mega Media Group, Inc. executed a subscription
      agreement with Guennadi Lioubavine (“Lioubavine”) pursuant to which Lioubavine
      purchased 166,667 shares of MMG common stock at thirty cents ($0.30) per share
      for an aggregate purchase price of fifty thousand and 10/00 dollars
      ($50,000.10).





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The
      shares of MMDA common stock issued to the individuals named above are currently
      not registered with the Securities and Exchange Commission, but MMDA
      contemplates that a registration statement will be filed in the near
      future.




These
      shares of our common stock qualified for exemption under Section 4(2) of the
      Securities Act of 1933 since the issuance shares 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 shares offered. We did not
      undertake an offering in which we sold a high number of shares to a high number
      of investors. In addition, the individuals named above 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 shares are restricted
      pursuant 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, 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.





On
      July 5, 2007, the Board of Directors
      of the Company adopted a resolution to change the name of the corporation from
      "Family Healthcare Solutions,
      Inc." to "Mega Media
      Group, Inc."   The adoption of “Mega Media Group,
      Inc." as
      the new name more clearly and accurately describes the new business focus of
      the
      Company.   In this regard, the holders of shares representing
      approximately 54.22% of the 72,978,695 shares of the total issued and
      outstanding shares of voting stock of the Company gave their written consent
      to
      the corporate name change and the Company issued an information statement
      disclosing such name change in accordance with the requirements of the
      Securities Exchange Act of 1934 and Regulation 14C promulgated
      thereunder.




Item
      6.                       Exhibits.




Exhibit No.
            
            Title
                of Document
            
            Location31.1
            
            Certification
                of Chief Executive Officer Pursuant to Rule 13a-14(a) of the
                Securities Exchange Act of 1934
            
            Filed
                herewith31.2
            
            Certification
                of Chief Financial Officer Pursuant to Rule 13a-14(a) of the
                Securities Exchange Act of 1934
            
            Filed
                herewith32.1
            
            Certification
                of Chief Executive Officer and 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




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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: 
                December 26, 2007
            By:
            /s/ Aleksandr
                ShvartsALEKSANDR
                SHVARTS









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