UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
                            FORM 10-QSB
(Mark One)
[X]             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: January 31, 2004
Or

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

For the transition period from ____________ to _____________



                     MEGOLA, INC.
   ------------------------------------------------------
   (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


           Nevada                            88-0492605
    --------------------                 ------------------
 (STATE OR OTHER JURISDICTION              (IRS EMPLOYER
            OF                           INDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)


SEC File Number:  000-49815



446 Lyndock St., Suite 102                        N0N 1G0
     Corunna, ON
-----------------------------------------     --------------
       (Address of Principal                     (Zip Code)
          Executive Offices)

Registrant's telephone number, including area code: Tel: (519) 481-0628

                        SuperiorClean, Inc.
                     ------------------------
 (Former Name or Former Address, if Changed Since Last Report)


       1183 S. Huron Street, Denver,
                Colorado                             80223
      -------------------------------            ------------
 (Address of Principal Executive Offices)          (Zip Code)


Indicate by check mark whether the registrant (1) has  filed
all  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 registrant  was
required to file such reports), and (2) has been subject  to
such filing requirements for the past 90 days.

Yes [X] No [ ]

APPLICABLE  ONLY  TO  ISSUERS  INVOLVED  IN  BANKRUPTCY
PROCEEDINGS DURING  THE  PRECEDING   FIVE YEARS: Indicate by
check mark whether the registrant has filed  all   documents
and reports required to be filed  by Sections 12, 13 or 15(d)
of the Securities Exchange Act of 1934  subsequent to the
distribution of securities  under  a plan confirmed by a court.
Yes [ ] No [ ]

APPLICABLE  ONLY TO CORPORATE ISSUERS:  Indicate the  number
of  shares  outstanding of each of the issuer's  classes  of
common stock, as of the latest practicable date: 25,764,549




                             -1-






                        Megola, Inc.


                      Table of Contents



PART I - FINANCIAL INFORMATION                                  3
Item 1. Unaudited Financial Statements                          3
Item 2. Management's Discussion and Plan of Operation           8
Forward-Looking Statements                                      8
Item 3. Controls and Procedures                                12
PART II - OTHER INFORMATION                                    13
Item 1.  Legal Proceedings                                     13
Item 2.  Changes in Securities                                 13
Item 3. Defaults upon Senior Securities.                       14
Item 4. Submission of Matters to a Vote of Security Holders.   14
Item 5. Other Information.                                     14
Item 6. Exhibits                                               14




























                             -2-







PART I - FINANCIAL INFORMATION

Item 1. Unaudited Financial Statements


                          MEGOLA, INC.
                          BALANCE SHEET
                     As of January 31, 2004
                           (Unaudited)

          ASSETS

Current Assets
  Cash
                                                          $   6,826
  Accounts receivable, net of $0 allowance                   44,689
  Inventory                                                  48,547
  Other                                                       6,716
                                                          ---------
     Total Current Assets                                   106,778

Fixed assets, net of $26,301 accumulated depreciation        22,745
                                                          ---------
                                                          $ 129,523
                                                          =========


     LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
  Bank line of credit                                     $  36,771
  Current portion of installment note payable                 5,803
  Accounts payable                                            7,591
  Accrued expenses                                           26,676
  Notes payable to related parties                          210,147
                                                          ---------
     Total Current Liabilities                              286,988

Long-term portion of installment note payable                 5,242
                                                          ---------
                                                            292,230
                                                          ---------
Commitments

Stockholders' Deficit
  Preferred stock, $.001 par, 5,000,000 shares authorized,
    no shares issued or outstanding
  Common stock, $.001 par value, 50,000,000 shares
    authorized, 25,764,549 shares issued and outstanding     25,765
  Paid in capital                                           735,594
  Accumulated deficit                                      (925,218)
  Accumulated other comprehensive loss
     - foreign currency translation                           1,152
                                                          ---------
     Total Stockholders' Deficit                           (162,707)
                                                          ---------
                                                          $ 129,523
                                                          =========




                             -3-







                          MEGOLA, INC.
                    STATEMENTS OF OPERATIONS
               For the Three Months and Six Months
                 Ended January 31, 2004 and 2003
                           (Unaudited)


                                Three Months Ended        Six Months Ended
                                   January 31,              January 31,
                                2004          2003        2004         2003
                              ---------   ----------    ---------   ---------

Revenue                       $  92,382     $ 39,080    $  99,972    $ 95,268

Cost of sales                    33,488        5,834       36,496      19,044
Selling                           1,238        4,739        9,571      11,180
General & administrative         54,419       52,147      111,082     105,493
Depreciation                        687        1,193        3,460       2,411
Common stock issued for
  services                      125,000                   125,000
Impairment of cost of
  public shell                  457,183                   457,183
Interest                          2,851          819        8,557         838
                              ---------    ---------    ---------   ---------
 Total expenses                 674,866       64,732      751,349     138,966
                              ---------    ---------    ---------   ---------
 NET LOSS                     $(582,484)    $(25,652)   $(651,377)  $( 43,698)
                              =========    =========    =========   =========


Basic and diluted loss
 per share                        $(.03)       $(.00)       $(.04)      $(.00)

Weighted average shares
 outstanding                 21,639,530   13,389,591   17,514,510  13,252,262



















                             -4-









                          MEGOLA, INC.
                     STATEMENTS OF CASH FLOW
       For the Six Months Ended January 31, 2004 and 2003
                           (Unaudited)

                                                      2004        2003
                                                   ---------   ---------
Cash Flows Used in Operating Activities
  Net loss                                         $(651,377)  $ (44,767)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
    Impairment of cost of public shell               457,183
    Shares issued for services                       125,000
    Depreciation                                       3,460       2,411
  Changes in:
    Accounts receivable                             ( 30,134)    (10,037)
    Inventory                                       (  2,951)    (13,475)
    Other current assets                            (  3,650)        296
    Accounts payable                                   7,193       2,133
    Accrued expenses                                   3,324       3,600

                                                   ---------   ---------
  Net Cash Used in Operating Activities             ( 91,952)    (59,839)
                                                   ---------   ---------
Cash Flows Used in Investing Activities
  Deposit made toward cost of public shell          ( 51,465)
  Purchase of fixed assets                          ( 14,997)
                                                   ---------
  Net Cash Used in Investing Activities             ( 66,462)
                                                   ---------
Cash Flows From Financing Activities
  Loans from investors                               188,485
  Repurchase of shares from a shareholder           ( 37,581)
  Payments on installment note payable              (  2,869)   (  1,262)
  Increase (decrease) in bank line of credit           2,867    (  3,127)
  Sale of common stock                                            66,385
                                                   ---------   ---------
                                                     150,902      61,996
                                                   ---------   ---------
Effect of Exchange Rate Changes on Cash               11,377       4,313
                                                   ---------   ---------
Net increase in cash                                   3,865       6,470

Cash at beginning of period                            2,961       2,234
                                                   ---------   ---------
Cash at end of period                              $   6,826   $   8,704
                                                   =========   =========













                             -5-






                          MEGOLA, INC.
                 NOTES TO FINANCIAL STATEMENTS


NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of
Megola, Inc. ("Megola") have been prepared in accordance with
accounting principles generally accepted in the United States of
America and the rules of the Securities and Exchange Commission
("SEC"), and should be read in conjunction with the audited
financial statements and notes thereto contained in Megola's
latest annual report filed with the SEC on Form 8-K/A.  In the
opinion of management, all adjustments, consisting of normal
recurring adjustments, necessary for a fair presentation of
financial position and the results of operations for the interim
periods presented have been reflected herein.  The results of
operations for interim periods are not necessarily indicative of
the results to be expected for the full year.  Notes to the
financial statements which would substantially duplicate the
disclosure contained in the audited financial statements for
fiscal year 2004, as reported in the 8-K/A, have been omitted.


NOTE 2 - COMMON STOCK

On November 26, 2003, Megola was acquired by SuperiorClean, Inc.
in a transaction accounted for as a reverse acquisition.
Megola's shareholders were issued 13,389,591 SuperiorClean shares
in exchange for 100% of the outstanding common and preferred
stock of Megola, plus $250,000 in cash, $200,000 in notes payable
and 500,000 common shares were given to the 2 largest
shareholders of SuperiorClean as additional compensation.
750,000 shares were issued to two other persons for services
rendered.  Immediately after this transaction, SuperiorClean had
21,728,593 shares outstanding.  The former owners of Megola now
own 61.6% of the combined entity.  Prior to the merger,
SuperiorClean had no assets or operations.

As of July 31, 2003, $196,566 had been paid by Megola towards
this acquisition   This amount is shown as a current asset at
this date, and will be written off as an impairment expense in
November 2003.

On December 31, 2003, $391,985 in investor notes payable and
$8,132 in accrued interest were exchanged for 4,035,956 common
shares.


NOTE 3 - SEGMENT REPORTING

Megola sells in the U.S. and China as well as in Canada, and has
two reportable geographic segments, with summary information as
follows:

                                     United States  International     Combined
                                      -----------    -----------       ------
Six Months ended January 31, 2004
   Revenues                              $  7,283       $ 92,689     $ 99,972
   Net loss                                 4,000        647,377      651,377
Six Months ended January 31, 2003
   Revenues                                     0         95,268       95,268
   Net loss                                     0         43,698       43,698



                             -6-






Item 2. Management's Discussion and Plan of Operation

Forward-Looking Statements

This     Quarterly     Report    contains    forward-looking
statements  about    Megola,   Inc.'s   business,  financial
condition    and   prospects   that   reflect   management's
assumptions   and  beliefs  based on  information  currently
available.    We   can   give   no  assurance    that    the
expectations  indicated  by such forward-looking  statements
will     be    realized.  If   any   of   our   management's
assumptions   should prove incorrect, or  if  any   of   the
risks   and  uncertainties  underlying   such   expectations
should  materialize,  Megola's actual  results  may   differ
materially  from  those  indicated  by  the  forward-looking
statements.

The   key  factors that are not within our control and  that
may  have   a  direct bearing on operating results  include,
but  are   not limited  to, acceptance of our services,  our
ability  to expand  our customer base, managements'  ability
to  raise  capital  in  the future,  the  retention  of  key
employees and changes in the regulation of our industry.

There  may  be other risks and circumstances that management
may  be   unable   to predict.  When used in this  Quarterly
Report,  words  such     as,      "believes,"     "expects,"
"intends," "plans," "anticipates,"  "estimates" and  similar
expressions   are   intended  to  identify   forward-looking
statements,  as  defined in Section 21E  of  the  Securities
Exchange Act of 1934, although there may be certain forward-
looking statements not accompanied by such expressions.

The   safe   harbors of forward-looking statements  provided
by  Section  21E  of  the Exchange Act  are  unavailable  to
issuers  of penny stock. As we issued securities at a  price
below  $5.00  per  share, our  shares  are considered  penny
stock and such safe harbors  set forth under the Reform  Act
are unavailable to us.

General

Megola,  Inc. was incorporated in Ontario, Canada on  August
28, 2000 as Corporation No. 1375595.  It was renamed Megola,
Inc.  on  December  21, 2001.  Megola  was  formed  to  sell
physical water treatment devices to commercial end-users  in
the  United States, Canada and other international locations
under  a license granted by the German manufacturer,  Megola
GmbH.  Initial operations and sales began in October 2000.

On  November 26, 2003, Megola was acquired by SuperiorClean,
Inc.   in   a   transaction  accounted  for  as  a   reverse
acquisition.   Megola's shareholders were issued  13,389,591
SuperiorClean shares in exchange for 100% of the outstanding
common and preferred stock of Megola, plus $250,000 in  cash
and  $200,000  in notes payable.  Two major shareholders  of
SuperiorClean  and two other persons then signed  consulting
contracts  for  1,250,000 common shares.  Immediately  after
this   transaction,  SuperiorClean  had  21,728,593   shares
outstanding.  The former owners of Megola now own  61.6%  of
the combined entity.  Prior to the merger, SuperiorClean had
no assets or operations.





                             -7-







Results of Operations

                             Three Months Ended       Six Months Ended
                                 January 31,             January 31,
                             2004          2003        2004         2003
                           ---------    ---------    ---------    ---------

Revenue                    $  92,382     $ 39,080     $ 99,972     $ 95,268

Cost of sales                 33,488        5,834       36,496       19,044
Selling                        1,238        4,739        9,571       11,180
General & administrative      54,419       52,147      111,082      105,493
Depreciation                     687        1,193        3,460        2,411
Common stock issued for
  services                   125,000                   125,000
Impairment of cost of
  public shell               457,183                   457,183
Interest                       2,851          819        8,557          838
                           ---------    ---------    ---------    ---------
 Total expenses              674,866       64,732      751,349      138,966
                           ---------    ---------    ---------    ---------
 NET LOSS                  $(582,484)    $(25,652)   $(651,377)    $(43,698)
                           =========    =========    =========    =========

Three months ended January 31, 2004 vs. Three months ended January 31, 2003.

Our revenues for the three months ended January 31, 2004 vs.
three  months ended January 31, 2003 increased 136.39%  from
$39,080  to  $92,382  because of  the  increased  sales  the
Company  had with customers located in China, Singapore  and
Indonesia.

Our  cost  of  sales for the three months ended January  31,
2004  vs.  three  months ended January  31,  2003  increased
474.00%  from $5,834 to $33,488 because of the  addition  of
sales staff and because of the sharp decline in the exchange
rate  between the Canadian Dollar and the Euro, as  our  raw
material purchases are made in Euros.

Our  selling expenses for the three months ended January 31,
2004  vs.  three  months ended January  31,  2003  decreased
73.88% from $4,739 to $1,238 because of the decreased  costs
in advertising & promotion.

Our general and administrative expenses for the three months
ended  January 31, 2004 vs. three months ended  January  31,
2003 increased 4.36% from $52,147 to $54,419 because of  the
increase in professional fees.

Our depreciation for the three months ended January 31, 2004
vs.  three  months  ended January 31, 2003 decreased  42.41%
from $1,193 to $687 because of declining equipment values.

Our  common  stock for services for the three  months  ended
January  31,  2004 vs. three months ended January  31,  2003
increased  from  $0 to $125,000 because the  Company  issued
shares to consultants and employees for services during  the
period ended January 31, 2004.

Our  impairment  cost of public shell for the  three  months
ended  January 31, 2004 vs. three months ended  January  31,
2003  increased  from  $0 to $457,183 because  of  the  cost
associated to the reverse acquisition.

Our  interest expense for the three months ended January 31,
2004  vs.  three  months ended January  31,  2003  increased
248.11%  from $819 to $2,851 because the Company's increased
use of its line of credit.

Accordingly, our net loss for the three months ended January
31, 2004 vs. three months ended January 31, 2003 increased
2,170.72% from $25,652 to $582,484.

Six  months  ended  January 31, 2004 vs.  Six  months  ended
January 31, 2003.

Our  revenues for the six months ended January 31, 2004  vs.
six  months  ended  January 31, 2003  increased  4.94%  from
$95,268  to  $99,972  because of  the  increased  sales  the
Company  had with customers located in China, Singapore  and
Indonesia.

Our  cost of sales for the six months ended January 31, 2004
vs.  six months ended January 31, 2003 increased 91.64% from
$19,044  to  $36,496 because of the addition of sales  staff
and  because  of  the  sharp decline in  the  exchange  rate
between  the  Canadian  Dollar and  the  Euro,  as  our  raw
material purchases are made in Euros.

Our selling expenses for the six months ended January 31,
2004 vs. six months ended January 31, 2003 decreased 14.39%
from $11,180 to $9,571 because of the decrease in
advertising & promotion.

Our  general and administrative expenses for the six  months
ended January 31, 2004 vs. six months ended January 31, 2003
increased  5.30% to $105,493 from $111,082  because  of  the
increase in professional fees.

Our  depreciation for the six months ended January 31,  2004
vs.  six months ended January 31, 2003 increased 43.51% from
$2,411 to $3,460 because of new equipment purchases.

Our  common  stock  for services for the  six  months  ended
January  31,  2004  vs. six months ended  January  31,  2003
increased  from  $0 to $125,000 because of the  addition  of
sales staff and because of the sharp decline in the exchange
rate  between the Canadian Dollar and the Euro, as  our  raw
material purchases are made in Euros.

Our impairment cost of public shell for the six months ended
January  31,  2004  vs. six months ended  January  31,  2003
increased from $0 to $457,183 because of the cost associated
to the reverse acquisition.





                             -8-






Our  interest expense for the six months ended  January  31,
2004 vs. six months ended January 31, 2003 increased 921.12%
from  $838 to $8,557 because the Company's increased use  of
its line of credit.

Accordingly,  our net loss for the six months ended  January
31,  2004  vs.  six months ended January 31, 2003  increased
1,390.63% from $43,698 to $651,377.

Segment Reporting

Megola sells in the U.S. and China as well as in Canada, and
has two reportable geographic segments, with summary
information as follows:

                                   United States   International     Combined
                                    -----------     -----------      ---------
Six Months ended January 31, 2004
   Revenues                            $  7,283        $ 92,689       $ 99,972
   Net loss                               4,000         647,377        651,377
Six Months ended January 31, 2003
   Revenues                                   0          95,268         95,268
   Net loss                                   0          43,698         43,698

As we increase sales efforts in the US, we hope our US sales
continue to increase, although there is no assurance they will.

Liquidity and Capital Resources

At  January 31, 2004, we had a deficit of $162,707.  We  had
$6,826  of cash available as of January 31, 2004.   We  also
had   $44,689  of  accounts  receivable  as  of  that  date.
Assuming we collect all receivables, we believe that we  can
continue operations for approximately 6 months.  Thereafter,
we  will  need  to generate further operating   revenues  or
secure other funding on or before August 2004 in the  amount
of $175,000 to remain operational until March, 2005.

In   order  to  become profitable, we will still   need   to
secure  additional debt or equity funding.  We  hope  to  be
able   to  raise additional  funds from an offering  of  our
stock   in   the   future. However, this  offering  may  not
occur,  or  if  it  occurs,  may  not  raise  the   required
funding.  There are no preliminary or  definitive agreements
or  understandings  with any party for such  financing.   We
cannot predict when, if ever, that will happen.

The Bank of Montreal granted a $35,000 USD line of credit to
Megola  that  is  used  by  overdrafting  Megola's  checking
account at the bank.  Interest is at bank prime + 1% and the
loan  is secured by substantially all Megola assets and  the
individual  guarantees of a director and two investors.   As
of  January 31, 2004, the balance is $36,771.  As we are  in
default,  the  Bank  has the right to declare  the  note  in
default  and  seize all our assets.  The  line  is  reviewed
yearly with the next review in December 2004.

In  connection  with  the reverse  merger,  we  issued   two
promissory  notes to a director and a shareholder,  each  in
the  amount  of $100,000 (the "Notes"), bearing interest  at
the  rate  of  6% simple interest  per  annum.   The   Notes
shall   be   paid   in   full,  all principal   and  accrued
interest,  July 31, 2004.  In addition to standard language,
the Notes have the following terms and conditions:

[i]  The Notes may assigned and may be used to satisfy debts
and  obligations of Superior and/or redeem  shares  held  by
shareholders  of   Superior,  all  without  the  consent  of
Megola,  and   thereafter any  payments  due  on  the  Notes
shall  be  paid directly  to  such assignee[s].   The  Notes
may  be  pledged, sold, hypotheticated, or assigned  by  any
assignee  of  Superior  without  consent  of   Megola.   All
payments shall be made by wire transfer on the due  date  to
accounts as specified by the holders the Notes.





                             -9-






[ii]   Holders  of the Notes shall have the option  at   any
time  prior  to the due date so long as there is no  default
to   convert all  unpaid principal and accrued interest into
common  shares   of  stock  of  Superior  ("Superior  Common
Stock")   at  the  rate  of US$0.10 per share.  This  option
may be exercised in whole  or  in part  at any time prior to
repayment  of  the  Notes. If there is  a  default   in  the
Notes, then Holders of the Notes shall  have  the option  at
any  time  the  Notes are in default to convert  all  unpaid
principal   and  accrued interest into shares  of  stock  of
Superior  at the lower of (i) $0.10 per share; and (ii)  the
average  trading price  of  Superior Common  Stock  for  the
twenty  (20)  day  period immediately prior to the  date  of
the  option exercise notice  from the Holders.  This  option
may be exercised in whole or in part at any  time  the Notes
are  in  default.  Further, to the extent   any  shares  are
acquired  under this option, the owners of these  shares  if
the   option  is exercised collectively shall  have  a   one
time  right   to  require that Superior register the  shares
for  resale within 90 days of such request on a registration
statement    filed   with     the    Securities     Exchange
Commission  ("SEC")  and   kept effective  until   all  such
shares are resold, all  at  Superior's expense.

[iii]   Payment of the Notes shall be personally  guaranteed
by  Mr. Joel Gardner which guarantee  shall  be  backed   by
a  security  interest in all of his issued  and  outstanding
stock of Superior.

[iv]  Megola will be obligated to pay the outstanding  Notes
before  their due dates if they are successful in  obtaining
adequate  funding  of  $600,000 once  this  transaction  has
closed.  If this amount is not met, then payment due will be
pro  rata  to  the  amount of funding obtained  however  the
balance will still be due on due date.

No  customers  accounted for 100 percent of  2003  and  2002
sales.  One vendor accounted for 100 percent of fiscal  2003
and 2002 cost of sales.

Megola's  office lease expires December 31,  2009.   Minimum
lease payments of $5,313 are due in the year ended July  31,
2004,  and  $12,750 are due in each of the years ended  July
31,  2005 - 2009, with $5,313 due in the year ended July 31,
2010.

Our  ability to continue as a going concern is dependent  on
our   ability  to  raise  funds  to  implement  our  planned
development; however we may not be able to raise  sufficient
funds to do so. Our independent auditors have indicated that
here is substantial doubt about our ability to continue as a
going  concern  over  the  next  twelve  months.  Our   poor
financial condition could inhibit our ability to achieve our
business  plan,  because  we are currently  operating  at  a
substantial loss with no operating history and revenues,  an
investor cannot determine if we will ever become profitable.






                             -10-






Item 3. Controls and Procedures

The Corporation maintains disclosure controls and procedures
designed to ensure that information required to be disclosed
in  reports filed under the Securities Exchange Act of 1934,
as  amended, is recorded, processed, summarized and reported
within  the  specified time periods. As of the  end  of  the
period  covered  by  this  report, the  Corporation's  Chief
Executive Officer and Chief Financial Officer evaluated  the
effectiveness of the Corporation's disclosure  controls  and
procedures.  Based  on the evaluation,  which  disclosed  no
significant   deficiencies  or  material   weaknesses,   the
Corporation's  Chief Executive Officer and  Chief  Financial
Officer concluded that the Corporation's disclosure controls
and  procedures are effective as of the end  of  the  period
covered  by  this  report. There  were  no  changes  in  the
Corporation's internal control over financial reporting that
occurred during the Corporation's most recent fiscal quarter
that  have materially affected, or are reasonably likely  to
materially  affect, the Corporation's internal control  over
financial reporting.



PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

None


Item 2.  Changes in Securities

On  November 26, 2003, Megola was acquired by SuperiorClean,
Inc.   in   a   transaction  accounted  for  as  a   reverse
acquisition.   Megola's 7 non-US and 2 US shareholders  were
issued 13,389,591 SuperiorClean shares in exchange for  100%
of the outstanding common and preferred stock of Megola.

250,000 common shares were given to a non US consultant  for
business  consulting services.  These shares were valued  at
$0.09  for  total consideration of $22,500  based  upon  the
common  stock  price at the time of signing  the  consulting
agreement.

On December 31, 2003, $391,985 in investor notes payable and
$8,132  in  accrued  interest were exchanged  for  4,035,956
common  shares to 24 US and 81 non US investors,  valued  at
$0.0991 per share.

As  to non US investors, we relied upon Regulation S.  As to
US investors, we relied upon Section 4(2).  We believed that
Regulation S and section 4(2) were available because:

  *    None of these issuances involved underwriters,
  underwriting discounts or commissions;
  *    We placed restrictive legends on all certificates
  issued;
  *    No US sales were made by general solicitation or
  advertising;
  *    Sales were made only to accredited investors or
  investors who were sophisticated enough to evaluate the
  risks of the investment;
  *    No offers or sales of stock under the Regulation S
  offering were made to persons in the United States;
  *    No direct selling efforts of the Regulation S offering
  were made in the United States.






                             -11-







Item 3. Defaults upon Senior Securities.

NONE


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


NONE


Item 5. Other Information.

NONE





Item 6. Exhibits

Exhibit           Name and/or Identification of Exhibit
Number
-------------------------------------------------------------------


  31              Certification

  32              Certification



Reports on Form 8-K

8-K Current report, items 1, 2, and 8     2004-01-16
8-K Current report, items 1 and 2         2003-12-01










                             -12-






                            SIGNATURES

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

                         Megola, Inc.
                 ------------------------------
                          (Registrant)

By: /s/ Joel Gardner
   -----------------------
Joel Gardner
President, CEO, Principal Financial Officer and Principal
Accounting Officer


Date: April 12, 2004
































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