**Exhibit
        31**
  **CERTIFICATIONS**
 
 CHIEF
        EXECUTIVE OFFICER CERTIFICATION
 
 I,
        John
        H. Brown, certify that:
  1.  I
        have reviewed this annual report on 10-KSB/A (Amendment No. 1) of Mega Group,
        Inc.;
  2.  Based
        on my knowledge, this annual report does not contain any untrue statement
        of a
        material fact or omit to state a material fact necessary to make the statements
        made, in light of the circumstances under which such statements were made,
        not
        misleading with respect to the period covered by this annual report;
  3.  Based
        on my knowledge, the financial statements, and other financial information
        included in this annual report, fairly present in all material respects the
        financial condition, results of operations and cash flows of the registrant
        as
        of, and for, the periods presented in this annual report;
  4.  The
        registrant’s other certifying officers and I are responsible for establishing
        and maintaining disclosure controls and procedures (as defined in Exchange
        Act
        Rules 13a-14 and 15d-14) for the registrant and have:
  a)  designed
        such disclosure controls and procedures to ensure that material information
        relating to the registrant, including its consolidated subsidiaries, is made
        known to us by others within those entities, particularly during the period
        in
        which this annual report is being prepared;
  (b)
        Designed such internal control over financial reporting, or caused such internal
        control over financial reporting to be designed under our supervision, to
        provide reasonable assurance regarding the reliability of financial reporting
        and the preparation of financial statements for external purposes in accordance
        with generally accepted accounting principles;
  (c)
        Evaluated the effectiveness of the Registrant's disclosure controls and
        procedures and presented in this report our conclusions about the effectiveness
        of the disclosure controls and procedures, as of the end of the period covered
        by this report based on such evaluation; and
  (d)
        Disclosed in this report any change in the Registrant's internal control
        over
        financial reporting that occurred during the Registrant's most recent fiscal
        quarter (the Registrant's fourth fiscal quarter in the case of an annual
        report)
        that has materially affected, or is reasonably likely to materially affect,
        the
        Registrant's internal control over financial reporting; and
  (5)
        The
        Registrant’s other certifying officer and I have disclosed, based on our most
        recent evaluation of internal control over financial reporting, to the
        Registrant's auditors and the audit committee of the Registrant's board of
        directors (or persons performing the equivalent functions):
  (a)
        All
        significant deficiencies and material weaknesses in the design or operation
        of
        internal control over financial reporting which are reasonably likely to
        adversely affect the Registrant's ability to record, process, summarize and
        report financial information; and
  (b)
        Any
        fraud, whether or not material, that involves management or other employees
        who
        have a significant role in the Registrant's internal control over financial
        reporting.
  By:
              /s/ JOHNH.
                  BROWN**John
                  H. Brown**
                **Chairman
                  of the Board of Directors**
                **and
                  Chief Executive Officer**
                **Principal
                  Executive Officer**Date:
                  November 20, 2006


CHIEF
      FINANCIAL OFFICER CERTIFICATION





I,
      Joyce
      Brown, certify that:




1.  I
      have reviewed this annual report on 10-KSB/A (Amendment No. 1) of Mega Group,
      Inc.;




2.  Based
      on my knowledge, this annual report does not contain any untrue statement of
      a
      material fact or omit to state a material fact necessary to make the statements
      made, in light of the circumstances under which such statements were made,
      not
      misleading with respect to the period covered by this annual report;




3.  Based
      on my knowledge, the financial statements, and other financial information
      included in this annual report, fairly present in all material respects the
      financial condition, results of operations and cash flows of the registrant
      as
      of, and for, the periods presented in this annual report;




4.  The
      registrant’s other certifying officers and I are responsible for establishing
      and maintaining disclosure controls and procedures (as defined in Exchange
      Act
      Rules 13a-14 and 15d-14) for the registrant and have:




a)  designed
      such disclosure controls and procedures to ensure that material information
      relating to the registrant, including its consolidated subsidiaries, is made
      known to us by others within those entities, particularly during the period
      in
      which this annual report is being prepared;




(b)
      Designed such internal control over financial reporting, or caused such internal
      control over financial reporting to be designed under our supervision, to
      provide reasonable assurance regarding the reliability of financial reporting
      and the preparation of financial statements for external purposes in accordance
      with generally accepted accounting principles;




(c)
      Evaluated the effectiveness of the Registrant's disclosure controls and
      procedures and presented in this report our conclusions about the effectiveness
      of the disclosure controls and procedures, as of the end of the period covered
      by this report based on such evaluation; and




(d)
      Disclosed in this report any change in the Registrant's internal control over
      financial reporting that occurred during the Registrant's most recent fiscal
      quarter (the Registrant's fourth fiscal quarter in the case of an annual report)
      that has materially affected, or is reasonably likely to materially affect,
      the
      Registrant's internal control over financial reporting; and




(5)
      The
      Registrant’s other certifying officer and I have disclosed, based on our most
      recent evaluation of internal control over financial reporting, to the
      Registrant's auditors and the audit committee of the Registrant's board of
      directors (or persons performing the equivalent functions):




(a)
      All
      significant deficiencies and material weaknesses in the design or operation
      of
      internal control over financial reporting which are reasonably likely to
      adversely affect the Registrant's ability to record, process, summarize and
      report financial information; and





(b)
      Any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the Registrant's internal control over financial
      reporting.


By:
            /s/ JOYCEBROWN**Joyce
                Brown**
              **Chief
                Financial Officer**
              **Principal
                Financial Officer**Date:
                November 20, 2006