UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




AMENDMENT
NO. 1 TOFORM 10-KSB




(Mark
One)




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




For
the fiscal year ended January 31, 2008




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




For
the transition period from ___________ to ___________




Commission file number000-52176






MEGA
MEDIA GROUP, INC.


(Exact
name of registrant as specified in its charter)




1122
Coney Island Avenue


Suite
205


Brooklyn,
NY 11230


(Address
and Telephone Number of Registrant’s Principal


Executive
Offices and Principal Place of Business)








F/K/A
Family Healthcare Solutions, Inc.








Nevada
            88-0403762(State
      or other jurisdiction of incorporation or organization)
            (I.R.S.
      Employer Identification No.)1122
      Coney Island Avenue, Suite 205, Brooklyn, NY
            11230(Address
      of principal executive offices)
            (Zip
      Code)





Registrant’s
      telephone number, including area code
            718-947-1100




Securities
      registered under Section 12(b) of the Exchange Act:Title
      of each class
            Name
      of each exchange on which registeredNone
            NoneSecurities
      registered under Section 12(g) of the Exchange Act:Common
      Stock, par value $.001(Title
      of class)




Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 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 o




Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. o




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





State
issuer’s revenues for its most recent fiscal year. $4,535,455





Aggregate
market value of the common stock held by non-affiliates of the Company as of May
12, 2008: $4,453,107.3451




Number of
shares of the registrant’s common stock outstanding as of May 12, 2008: 
83,752,254 shares of Common Stock.










TABLE
OF CONTENTS








Part
      IItem
      1.
            Description
      of Business.
            1Item
      2.
            Description
      of Property.
            3Item
      3.
            Legal
      Proceedings.
            3Item
      4.
            Submission
      of Matters to a Vote of Security Holders.
            3Part
      IIItem
      5.
            Market
      for Common Equity and Related Stockholder Matters.
            4Item
      6.
            Management’s
      Discussion and Analysis or Plan of Operations.
            5Item
      7.
            Report of Independent Registered
      Public Accounting Firm and Financial
      Statements.
            F-1Item
      8.
            Changes
      in and Disagreements With Accountants on Accounting and Financial
      Disclosure.
            8Item
      8A.
            Controls
      and Procedures.
            8Item
      8B.
            Other
      Information.
            8Part
      IIIItem
      9.
            Directors,
      Executive Officers, Promoters and Control Persons; Compliance with Section
      16(a) of the Exchange Act.
            9Item
      10.
            Executive
      Compensation.
            11Item
      11.
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.
            12Item
      12.
            Certain
      Relationships and Related Transactions.
            12Item
      13.
            Exhibits.
            12Item
      14.
            Principle
      Accountant Fees and Schedules
            13Signatures
            
            14












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 annual report on
Form 10-KSB that are not historical facts (including without limitation
statements to the effect that we "believe," "expect," "anticipate," "plan,"
"intend," "foresee," or other similar expressions) and are forward-looking
statements. These forward-looking statements are based on our current
expectations and beliefs concerning future developments and their potential
effects on us. There can be no assurance that future developments affecting us
will be those anticipated by us. All comments concerning our expectations for
future revenue and operating results are based on our forecasts of our plan of
operation and do not include the potential impact of any future acquisitions or
operations. These forward-looking statements involve significant risks and
uncertainties (some of which are beyond our control) and assumptions. Should one
or more of these risks or uncertainties materialize, or should any of our
assumptions prove incorrect, actual results may vary in material respects from
those projected in the forward-looking statements.













PART I




Item
1. Description of
Business.





Overview





Mega Media Group, Inc.
("MMG") is a multi-media company whose core businesses are mainstream radio
broadcasting and entertainment branding. MMG's radio broadcasting division has a
rich history of programming in the greater New York area and launches its new
Top 40 station, Pulse 87.7FM, on February 11, 2008, which will feature the
popular "Star & Buc Wild Morning Show." MMG's branding division works with
celebrity and corporate clients to expand their businesses into ancillary
markets. It has recently worked on high-profile projects for such clients as the
legendary entertainer Patti LaBelle and the boutique hotel giant Morgans Hotel
Group.





Company
Mission





MMG’s
mission is to become a premier player in independent entertainment and
media.  MMG will achieve this goal by offering unique, cutting edge
radio programming with an eye toward immediate expansion beyond the New York
market, and by servicing its current and future branding clients with
personalized attention from its experienced staff of professionals.





Business
Focus





Mainstream Radio
Programming





MMG
recently renegotiated a long-term lease to one of only 18 FM radio stations in
New York - 87.7FM.  New York is the largest radio market in the
country, generating in excess of $600,000,000 gross
annually.  Currently, the only other Top 40 station in New York is
Z100, which generates over $60,000,000 annually in gross
revenue.  Even the lowest-earning commercial stations in the New York
market gross over $10,000,000 annually.





MMG's
planned launch of Pulse 87.7FM takes place in February of 2008 and is highly
anticipated because it will feature the popular Star & Buc Wild Morning
Show, which was one of the highest-rated morning shows in New York City radio
history.  The show was so popular that it even beat the Howard Stern
Show for the top ranking in New York.  At its peak while on Power
105.1, the Star & Buc Wild Morning Show was generating over $12,000,000 in
advertising and sponsorship monies annually - and this did not include revenue
from all of the other programs on the station.  Star & Buc Wild
are nationally known radio personalities with a compelling track record of
success, and they will give MMG a verifiable edge to launch and ramp a large
audience quickly.





In
addition to providing their own show exclusively to Pulse 87.7 for the New York
market, they will also executive product programming for other shows on the
station and help create other unique content for MMG.  The Daily News,
Newsday and other national print publications have run articles announcing Star
& Buc Wild’s return to radio in partnership with MMG.  National
television outlets have run stories on the return of the duo.





MMG will leverage the relationships
that Star & Buc Wild have throughout the radio community to enter additional
markets outside of New York.  MMG is actively looking to lease or
purchase under-performing stations in other markets and provide a full range of
content to such stations, including the Star & Buc Wild Morning Show, to
grow the stations quickly.  MMG also has the option of pursuing
syndication opportunities in other markets.  Either way, there is a
clear path toward substantial top line growth.





The
format of The Pulse will be divided into three categories – talk radio, music
programming and the news, including national and international headlines,
lifestyle and entertainment. Another staple of the programming is live
broadcasting from in and around New York City. The talk show guest list will
range from celebrities and entertainers to politicians and governmental
officials. All broadcasting is live, with listener participation and call-in
segments. MMG's portable studio and road crew will be on the road daily on
the streets of New York City, interacting with the audience and producing
entertaining live segments from the city's hotspots.





Analysis of Market
Potential:  MMG decided to enter the mainstream format to tap
into a demographic of listeners with great buying power that radio advertisers
want to reach.  Although Americans today have more listening options than
ever, 93% of all consumers, 12 and older, listen to the radio during the course
of a week. No other medium can claim as many weekly consumers. Radio
has a multi-venue reach with strong penetration in the home, at work and in the
car.  Based on the insights into the radio audience from Arbitron
Inc.’s new Portable People Meter (PPM) electronic ratings system, the
presentation shows that radio continues to be a very influential medium among
Americans.





The Approach to Radio
Advertising:  MMG plans to broadcast a new type of radio
program with more music and entertainment.  The result is a better
listening environment and better advertising environment.  Advertisers will
receive more exposure, better recall and the comfort of knowing their spot will
be heard and remembered.  A new Burke study has found that many 15
second advertisements generate the similar recall as advertisements that are 60
seconds long.  This study suggests that recall and impact relate to things
other than commercial length.  The execution of the advertisement
determines the success of the radio campaign.  Our team of copywriters and
producers will come up with effective 15 seconds spots for our
advertisers.  Small and medium-sized firms have sent their return on
investment skyrocket by implementing 15 second spots.  This allows for
added media money to be invested in additional spots or weeks.







1




Celebrity and Corporate
Branding





MMG's
branding division works with celebrities and emerging artists, identifying
opportunities to expand the individual's "brand" into ancillary
markets. Perhaps the best example of what we are doing in this area is our
work with superstar Patti LaBelle. We are using Patti's popularity as a
singer, performer and, more recently, a "celebrity chef" to launch a line of
food-related products, such as a branded cookware line, a hot sauce line, a
virtual cookbook DVD, and a hard cover cookbook (her third in a line of
successful cookbooks).  The product line launched with various pepper
products, hot sauces and relishes under the brand Patti LaBelle - Good
Life.  Initial orders of the pepper product were over a half-million
bottles and will be carried in such retailers as Wal-Mart, Publix and
Safeway.  The formula used to expand Patti's businesses into untapped
markets is one that can be implemented for celebrities and emerging talent at
any level.  MMG is currently negotiating with other
internationally-recognized celebrities to launch similar lifestyle
brands.





The
branding division also focuses on accelerating brands and creating new and
meaningful revenue streams for retail franchises and corporations.  By
successfully combining music with retail through sponsorships, endorsements,
branded compilations and creative partnerships, we can help expand a brand’s
reach to its target consumers.  A typical example of what we're doing in
this area is our work with Morgans Hotel Group.  We are produced and
manufactured a branded compilation album for Morgans' hotels for use and sale in
their hotel rooms internationally. The CD captures, though licensed and
original music, a "sonic identity" that Morgans wants to portray to its
customers.  In addition to providing in-room music, guests can take
the CDs home with them, thereby being reminded of their Morgans hotel experience
every time they play the CD in their cars, homes or at work.  It not only
expands the corporation's brand into the music world, but also acts as a
promotional tool while creating a new income stream for the
corporation.





Ancillary
Businesses





In
addition to its core businesses of mainstream radio programming and branding,
MMG also has a recorded music division that provides all services of a
fully-functioning record label, including funding, artist development, recording
services (with access to Mega Media's recording studios), promotions, marketing,
artwork creation and retail distribution.  DVD projects are also
produced in-house in Mega Media's video facilities.  MMG's
state-of-the-art recording and editing studios in Brooklyn provide a comfortable
and functional setting for all MMG artists to create and record their art.
MMG's goal is to acquire both established and new recording artists, balancing
risk by tapping into the existing fan base of established artists while
investing in unknown artists who management believes have the potential to be
the superstars of tomorrow.





MMG has a
multi-room, state-of-the-art, facility located in the heart of Brooklyn, just
Minutes outside of Manhattan. The Studio features a 96 channel Euphonix console,
extensive outboard gear custom Dynaudio Munro monitors, and a large isolation
booth for the ultimate accommodations in live recording. MMG's studio personnel
are experienced, professional and helpful. The studios are fully-equipped to
handle projects from commencement to conclusion, and provide the perfect
environment for artists signed to the recorded music division to create their
product. Having everything handled in-house enables MMG to control recording
costs, watch budgets and closely monitor the development of its artists. In
addition, the studios will be made available for third-party projects in an
effort to maximize the income-earning potential of the studios. MMG will
actively market its facilities to independent and major record
labels.





MMG also
has a full-service film studio with a virtual 3D chromatic room and a 4A virtual
studio.  This studio is utilized to produce music videos for recording
artists and multimedia projects.  In addition to being used for
music-based projects, MMG produces TV commercials, infomercials, and other
video-related products.  MMG has a talented and dedicated staff of
full-time animators, visual effect designers and editors.  The virtual
3D studio allows MMG to produce video products at a fraction of the cost of
traditional films. Most of the video products filmed today require the use of
large, physical sets. This is costly and time-consuming, since actual physical
labor is required along with permits, adequate space on-site, and extensive
personnel. MMG can create life-like virtual sets by using this new
technology without the hassles of traditional filming. This allows for
faster production time, which ultimately translates into dollars
saved.





Distribution
Methods for Our Products and Services





Our audio
and audio-visual content, both physical and digital, is currently distributed in
North America through Caroline Distribution/EMI. Our original content is
broadcast via MMG's radio station, on 87.7FM covering the New York, New Jersey
and Connecticut area. Our branded compilation album projects will be distributed
through our various clients' retail outlets. For non-North American
distribution, we intend to enter into territory-by-territory deals for each
project concerned.





Development
Strategy





Our
development strategy consists of aggressively negotiating with and signing known
recording artists, successful producers and songwriters, acquiring
income-generating publishing catalogs, signing popular talent to management
contracts, increasing the radio station's profile to generate more advertising
dollars, actively marketing the recording studio and video facility to other
record labels and entertainment companies to generate a profit center from third
party commercial projects, and doing branded compilation projects for
recognizable national corporate clients to increase our profile. Our research
and development is handled in-house and is treated as a general overhead cost
that is not passed on to our customers.







2




Sales
and Marketing Strategy





Our sales
and marketing for all products and services is handled in a variety of ways: (1)
through our Public Relations company, 5W PR, (2) through in-house marketing and
promotion personnel, (3) through in-house advertising coordinators and
salespeople, (4) through the marketing and promotional staff at Caroline
Distribution/EMI, (5) by engaging thirds party independent contractors to
supplement the efforts of our in-house staff on a project by project basis, (6)
viral marketing, (7) outdoor advertising.





Competition





Despite
our size, we believe we are uniquely positioned to compete with major record
labels and publishing companies, such as Jive Records and Bad Boy Entertainment,
because of our strong executive staff and creative deal making. Our closest
competitors on the recorded music side are Asylum/Warner Music Group,
Fontana/Universal Music Group and Koch Records. We believe our Radio VSE is the
most popular of its kind and competes with some minor local competitors in New
York.





Intellectual
Property and Other Proprietary Rights





Most of
our print and radio content and original programming are proprietary and
protected. We have copyrights in songs secured through our music publishing
division and copyrights in master recordings secured through our recorded music
divisions. We also expect that the Mega Media and Skeleton Key brands will have
value beyond corporate identities which will allow us to engage in merchandising
activities.





Government
Regulation




There are
no direct governmental approvals required for our products and
services.




Employees




We
currently have over 20 employees and independent contractors.




Item
2. Description of
Property.





We
presently maintain our principal executive offices and radio, studio and
technical personnel at 1122 Coney Island Avenue, Suite 210, Brooklyn,
NY 11230.  The company owns much of its studio and radio
broadcasting equipment and leases the remainder.





Item
3.  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
4. Submission of Matters
to a Vote of Security Holders.




None.




3








PART II




Item
5. Market for Common
Equity and Related Stockholder Matters.




Market
Information





Our
common stock has traded on the OTC Bulletin Board system under the symbol “MMDA”
since May 9, 2007.  The following table sets forth the range of high and
low bid quotations for each quarter within the last fiscal year. These
quotations as reported by the OTCBB reflect inter-dealer prices without retail
mark-up, mark-down, or commissions and may not necessarily represent actual
transactions.




High
            
            
            LowMay
      9, 2007 to July 31, 2007
            
            $
            0.75
            
            
            $
            0.30August
      1, 2007 to October 31, 2007
            
            $
            0.65
            
            
            $
            0.31November
      1, 2007 to January 31, 2008
            
            $
            0.50
            
            
            $
            0.11




The
source of these high and low prices was the OTC Bulletin Board. These quotations
reflect inter-dealer prices, without retail mark-up, markdown or commissions and
may not represent actual transactions. The high and low prices listed have been
rounded up to the next highest two decimal places.




The
market price of our common stock is subject to significant fluctuations in
response to variations in our quarterly operating results, general trends in the
market, and other factors, over many of which we have little or no control. In
addition, broad market fluctuations, as well as general economic, business and
political conditions, may adversely affect the market for our common stock,
regardless of our actual or projected performance.





Holders




As of
January 31, 2008 in accordance with our transfer agent records, we had 152
recordholders of our Common Stock.





Dividends




Holders
of our common stock are entitled to receive dividends if, as and when declared
by the Board of Directors out of funds legally available therefore. We have
never declared or paid any dividends on our common stock. We intend to retain
any future earnings for use in the operation and expansion of our business.
Consequently, we do not anticipate paying any cash dividends on our common stock
to our stockholders for the foreseeable future.





Recent Sales of Unregistered
Securities




During
the fiscal year ended January 31, 2007:





The
Company sold 620,000 of its $.001 par value common shares to unrelated investors
in private placements for $1.00 and $0.50 per share for proceeds of
$350,000.





The
Company issued 100,000 of its $.001 par value common shares to unrelated
investor in consideration for the finder's fee valued at $10,000.





As
discussed in Note 6, the company entered into debt conversion agreements with
company's shareholders according to which all loans from shareholders in the
amount of 1,045,257 shall be converted into shares of common stock at the
conversion price of $1.00 per share. Additionally, certain shareholders have
made and will be making future payments for leased equipment in the amount of
$337,189.





During
the fiscal year ended January 31, 2008:





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





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





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






4





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





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





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





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





On
November 23, 2007, the company issued to Ronn Torossian 3,000,000
restricted shares of common stock as a part of new Consulting Agreement (see
Note 10). Market value of the stock at the time of agreement was $0.16 per
share.





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





On
January 25, 2008, the Company entered into two separate $100,000 9% convertible
promissory note (individually, the “Note”) for an amount with Andrey Anikeyev
and Eugene Khavinson, respectively (individually, the
“Holder”).  Pursuant to the terms of each Note, the Holder shall have
the right from time to time, and at any time on or prior to maturity to convert
all or any part of the outstanding and unpaid principal amount of this Note into
fully paid and non-assessable shares of Common Stock, $.001 par value per
share.




Item
6. Management’s
Discussion and Analysis or Plan of Operations.




The
following discussion contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 relating to future events or our future performance. Actual
results may materially differ from those projected in the forward-looking
statements as a result of certain risks and uncertainties set forth in this
prospectus. Although management believes that the assumptions made and
expectations reflected in the forward-looking statements are reasonable, there
is no assurance that the underlying assumptions will, in fact, prove to be
correct or that actual results will not be different from expectations expressed
in this report.




Plan of
Operations





During
the next twelve months, we expect to take the following steps in connection with
the further development of our business and the implementation of our plan of
operations:




●
            MMG's
      planned launch of Pulse 87.7FM takes place in February of 2008 and is
      highly anticipated because it will feature the popular Star & Buc Wild
      Morning Show, which was one of the highest-rated morning shows in New York
      City radio history. The format of The Pulse will be divided into three
      categories – talk radio, music programming and the news, including
      national and international headlines, lifestyle and entertainment. In
      addition to providing their own show exclusively to Pulse 87.7 for the New
      York market, they will also executive product programming for other shows
      on the station and help create other unique content for MMG. MMG's
      portable studio and road crew will be on the road daily on the streets of
      New York City, interacting with the audience and producing entertaining
      live segments from the city's hotspots.●
            MMG
      will leverage the relationships that Star & Buc Wild have throughout
      the radio community to enter additional markets outside of New York. MMG
      is actively looking to lease or purchase under-performing stations in
      other markets and provide a full range of content to such stations,
      including the Star & Buc Wild Morning Show, to grow the stations
      quickly. MMG also has the option of pursuing syndication opportunities in
      other markets. Either way, there is a clear path toward substantial top
      line growth.●
            MMG
      plans to broadcast a new type of radio program with more music and
      entertainment. The result is a better listening environment and better
      advertising environment. Advertisers will receive more exposure, better
      recall and the comfort of knowing their spot will be heard and
      remembered.●
            MMG's
      branding division works with celebrities and emerging artists, identifying
      opportunities to expand the individual's "brand" into ancillary markets.
      We are using Patti's popularity as a singer, performer and, more recently,
      a "celebrity chef" to launch a line of food-related products, such as a
      branded cookware line, a hot sauce line, a virtual cookbook DVD, and a
      hard cover cookbook (her third in a line of successful cookbooks). The
      formula used to expand Patti's businesses into untapped markets is one
      that can be implemented for celebrities and emerging talent at any level.
      MMG is currently negotiating with other internationally-recognized
      celebrities to launch similar lifestyle brands.●
            The
      branding division also focuses on accelerating brands and creating new and
      meaningful revenue streams for retail franchises and corporations. By
      successfully combining music with retail through sponsorships,
      endorsements, branded compilations and creative partnerships, we can help
      expand a brand’s reach to its target consumers. A typical example of what
      we're doing in this area is our work with Morgans Hotel Group. It not only
      expands the corporation's brand into the music world, but also acts as a
      promotional tool while creating a new income stream for the
      corporation.








5






●
            In
      addition to its core businesses of mainstream radio programming and
      branding, MMG also has a recorded music division that provides all
      services of a fully-functioning record label, including funding, artist
      development, recording services (with access to Mega Media's recording
      studios), promotions, marketing, artwork creation and retail distribution.
      DVD projects are also produced in-house in Mega Media's video facilities.
      MMG's state-of-the-art recording and editing studios provide a comfortable
      and functional setting for all MMG artists to create and record their art.
      MMG's goal is to acquire both established and new recording artists,
      balancing risk by tapping into the existing fan base of established
      artists while investing in unknown artists who management believes have
      the potential to be the superstars of tomorrow. MMG will actively market
      its facilities to independent and major record
  labels.




Results
of Operations for the Year Ended January 31, 2008 Compared to the Year Ended
January 31, 2007
  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 year ended January 31, 2008 our
revenue increased by $1,078,364 to $4,535,455 as compared to $3,457,091 for the
year ended January 31, 2007. The increase results primarily from increase radio
advertising revenues.
 
 Operating
Expenses
  Our
significant operating expenses are broadcast expenses, consisting of (i)
employee salaries and commissions, (ii) programming expenses, (iii) advertising
and promotion expenses, (iv) rental of premises for studios, (v) rental of
transmission tower space and (vi) freelance consultants. We strive to control
these expenses by centralizing certain functions such as finance, accounting,
legal, human resources and management information systems and the overall
programming management function. For the year ended January 31, 2008 operating
expenses increased by $909,198 to $3,916,908 as compared to $3,007,710 for the
year ended January 31, 2007. The increase is principally attributable to
increased broadcasting expenses.
 
 Selling,
General and Administrative Expenses
  Selling,
General and Administrative expenses decreased by $176,479 to 3,188,154 for
the year ended January 31, 2008 from $3,364,633 in 2007. 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 $103,056 to $390,260 for the year ended
January 31, 2008 from $287,204 in 2007 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 the year
ended January 31, 2008 from $0 in 2007 as 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 $308,333 to $308,333 for the year ended
January 31, 2008 from $0 in 2007 as result of sale of common stock to unrelated
investors below the market price.
 
 Interest
Expense
  Interest
expense increased by $56,871 to $130,636 for the year ended January 31, 2008
from $73,765 in 2007 due to the additional borrowings.




Net
Loss
  We
have a net loss of $3,055,461 for year ended January 31, 2008 as compared to a
net loss of $3,276,221 for the year ended January 31, 2007. 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
January 31, 2008, our Working Capital deficiency is $3,302,951.
  Cash
used in operating activities was $1,054,139 for the year ended January 31,
2008 as compared to $1,833,864 during the year ended January 31, 2007. 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.
 
 Cash used in investing activities was $94,484 for the year ended January
31, 2008 as compared to $531,105 cash used in investing activities for the year
ended January 31, 2007. 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 $1,111,575 for the year ended January 31,
2008 as compared to $2,389,994 for the year ended January 31, 2007. The decrease
in cash provided by financing activities is primarily due to the capital
contributions and loans from shareholders.
  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 $3,055,461 and $3,276,221 for the year ended
January, 2008 and 2007, respectively, and have an accumulated deficit of
$9,305,469 at January 31, 2008. As of January 31, 2008, we had total current
assets of $144,654 and total current liabilities of $3,444,068 creating a
working capital deficiency of $3,299,414. The Company currently has
approximately $396 in cash as of January 31, 2008 .
  Results
of Operations for the Year Ended January 31, 2007Compared to the Year Ended
January 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 year ended January 31, 2007 our
revenue increased by $708,323 to $3,475,091 as compared to $2,748,768 for the
year ended January 31, 2006. The increase results primarily from increase radio
advertising revenues .
 
 Operating
Expenses
  Our
significant operating expenses are broadcast expenses, consisting of (i)
employee salaries and commissions, (ii) programming expenses, (iii) advertising
and promotion expenses, (iv) rental of premises for studios, (v) rental of
transmission tower space and (vi) freelance consultants. We strive to control
these expenses by centralizing certain functions such as finance, accounting,
legal, human resources and management information systems and the overall
programming management function. For the year ended January 31, 2007 operating
expenses increased by $577,880 to $3,007,710 as compared to $2,429,830 for the
year ended January 31, 2006. The increase is principally attributable to
increased broadcasting expenses.
 
 Selling,
General and Administrative Expenses
  Selling,
General and Administrative expenses increased by $1,446,930, to $3,364,633
for the year ended January 31, 2007 from $1,917,703 in 2006. The increase is
attributable to increased corporate expenses, as well as increase in
compensation of officers and expansion of staff. 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 decreased by $344,592 to $287,204 for the year ended
January 31, 2007 from $631,796 in 2006 due to the write downs of master
records.
 
 Interest
Expense
  Interest expense increased by $33,352 to $73,765 for the year ended January
31, 2007 from $40,414 in 2006 due to the additional borrowings.


6
 
  Net
Loss
  We
have a net loss of $3,276,221 for year ended January 31, 2007 as compared to a
net loss of $2,270,974 for the year ended January 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
January 31, 2007, our Working Capital deficiency is $3,090,885.
  Cash
used in operating activities was $1,883,864 for the year ended January 31,
2007 as compared to $1,442,438 during the year ended January 31, 2006. The
increase in cash used in operating activities reflects the increased outlays
necessary to achieve the growth in revenues, which should ultimately result in
positive operating cash flow.
 
 Cash used in investing activities was $531,105 for the year ended January
31, 2007 as compared to $1,066,596 cash used in investing activities for the
year ended January 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 $2,389,994 for the year ended January 31,
2007 as compared to $2,521,232 for the year ended January 31, 2006. The increase
in cash provided by financing activities is primarily due to the capital
contributions and loans from shareholders.


Off-Balance
Sheet Arrangements




We do not
have any 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.





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.








7




Item
7. Report of Independent Registered Public
Accounting Firm and Financial
Statements.

























MEGA
MEDIA GROUP, INC. AND SUBSIDIARIES


(F/K/A
Family Healthcare Solutions, Inc.)














CONTENTS







PAGE
              F-1
              REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMPAGE
              F-2
              CONSOLIDATED
      BALANCE SHEETS AS OF JANUARY 31, 2008 AND 2007PAGE
              F-3
              CONSOLIDATED
      STATEMENTS OF OPERATIONS FOR THE YEARS ENDED JANUARY 31, 2008 AND
      2007PAGE
              F-4
              CONSOLIDATED
      STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED JANUARY 31, 2008 AND 2007PAGE
              F-5
              CONSOLIDATED
      STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED
      JANUARY 31, 2008 AND 2007.PAGES
              F-6 –
      F-17
              NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS




KEMPISTY
      & COMPANYCERTIFIED
      PUBLIC ACCOUNTANTS, P.C.15
      MAIDEN LANE - SUITE 1003 - NEW YORK, NY 10038 - TEL (212) 406-7272 - FAX
      (212) 513-1930
  Board of
Directors
 Mega
Media Group, Inc and Subsidiaries
  We have
audited the accompanying consolidated balance sheet of Media Mega Group, Inc and
Subsidiaries (the "Company") as of January 31, 2008 and 2007 and the related
consolidated statements of operations, changes in stockholders' equity (deficit)
and cash flows for each of the years in the two years then
ended.  These consolidated financial statements are the responsibility
of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.
  We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Company is not required at this time, to have, nor were we engaged to perform,
an audit of its internal control over financial reporting.  Our audit
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control over financial reporting.  Accordingly, we
express no such opinion.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe
that our audit provides a reasonable basis for our opinion.
  In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Mega Media Group, Inc and
Subsidiaries as of January 31, 2008 and 2007 and the results of its operations
and cash flows for each of the years in the two years then ended in conformity
with accounting principles generally accepted in the United States of
America.
  The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 1 to the
consolidated financial statements, the Company had a net loss of $3,055,461 an
accumulated deficit of $9,305,469 and a working capital deficiency of
$3,299,414.  These factors raise substantial doubt about its ability
to continue as a going concern. Management’s plans concerning this matter are
also described in Note 1. The accompanying consolidated financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.
   /s/
Kempisty & Company
  Kempisty
& Company
 Certified
Public Accountants PC
 New York,
New York
 April 30,
2008
   F-1
   MEGA
      MEDIA GROUP, INC. AND SUBSIDIARIESCONSOLIDATED
      BALANCE SHEETSJanuary
      31,ASSETS
                  
                  2008
                  
                  
                  2007Current
      AssetsCash
                  
                  $
                  396
                  
                  
                  $
                  37,444Accounts receivable,
      net (Note
      3)
                  
                  
                  68,036
                  
                  
                  
                  68,636Prepaid
      Expenses
                  
                  
                  76,222
                  
                  
                  
                  168,203Total
      Current Assets
                  
                  
                  144,654
                  
                  
                  
                  274,283Fixed assets, net
      (Note 4)
                  
                  
                  391,244
                  
                  
                  
                  559,097Master records, net
      (Note 5)
                  
                  
                  125,000
                  
                  
                  
                  306,676Other
      intangible assets, net (Note 5)
                  
                  
                  176,667
                  
                  
                  
                  -Advances
                  
                  
                  20,000
                  
                  
                  
                  20,000Note
      Receivable-Gladiator
                  
                  
                  -
                  
                  
                  
                  -Deposits
                  
                  
                  183,486
                  
                  
                  
                  225,486Other
                  
                  
                  16,010
                  
                  
                  
                  16,010TOTAL
      ASSETS
                  
                  $
                  1,057,061
                  
                  
                  $
                  1,401,553LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      LiabilitiesAccounts
      payable
                  
                  $
                  458,009
                  
                  
                  $
                  394,870Sales
      tax payable
                  
                  
                  616
                  
                  
                  
                  892Payroll
      taxes payable
                  
                  
                  728,350
                  
                  
                  
                  284,731Accrued
      Offices' Compensation
                  
                  
                  473,786
                  
                  
                  
                  379,829Equipment loan -
      current portion (Note 9)
                  
                  
                  4,767
                  
                  
                  
                  14,924Equipment lease -
      current portion (Note 10)
                  
                  
                  19,440
                  
                  
                  
                  19,440Loans payable
      (Note 7)
                  
                  
                  795,000
                  
                  
                  
                  440,000Due to related party
      (Note 6)
                  
                  
                  398,783
                  
                  
                  
                  444,455Deferred
      revenues
                  
                  
                  301,661
                  
                  
                  
                  252,399Accrued
      expenses
                  
                  
                  24,508
                  
                  
                  
                  7,545Payable to
      shareholders (Note 6)
                  
                  
                  239,148
                  
                  
                  
                  715,118Other
                  
                  
                  -
                  
                  
                  
                  410,965Total
      Current Liabilities
                  
                  
                  3,444,068
                  
                  
                  
                  3,365,168Equipment Loan
      Payable (Note 9)
                  
                  
                  8,304
                  
                  
                  
                  46,961Equipment Lease
      Payable (Note 10)
                  
                  
                  30,780
                  
                  
                  
                  50,220TOTAL
      LIABILITIES
                  
                  
                  3,483,152
                  
                  
                  
                  3,462,349Commitments
      and contingencies
                  
                  
                  -
                  
                  
                  
                  -Stockholders'
      DeficitPreferred
      stock, $.001 par value, 20,000,000 shares authorized, 0 shares issued and
      outstanding as of 01/31/08 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, 80,552,254 shares
      issued and outstanding as of 01/31/08 and 70,000,000 shares authorized,
      5,277,446 shares issued and outstanding as of 01/31/07 (Note
      8)
                  
                  
                  80,552
                  
                  
                  
                  5,277Additional
      paid-in capital
                  
                  
                  7,233,835
                  
                  
                  
                  4,067,546Deferred
      compensation (Note 11)
                  
                  
                  (435,009
                  )
                  
                  
                  (1,392
                  )Accumulated
      Deficit
                  
                  
                  (9,305,469
                  )
                  
                  
                  (6,146,720
                  )Total
      Stockholders' Deficit
                  
                  
                  (2,426,091
                  )
                  
                  
                  (2,060,796
                  )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
                  
                  $
                  1,057,061
                  
                  
                  $
                  1,401,553
  The
      accompanying notes are an integral part of these financial
      statements.
 
  F-2
  MEGA
      MEDIA GROUP, INC. AND SUBSIDIARIESCONSOLIDATED
      STATEMENTS OF OPERATIONSYear
      Ended January 31,2008
                
                
                2007Revenues:Advertising
      revenues
                
                $
                4,210,294
                
                
                $
                3,240,069Other
      revenues
                
                
                325,161
                
                
                
                217,023Total
      Revenues
                
                
                4,535,455
                
                
                
                3,457,091Operating
      Expenses
                
                
                3,916,908
                
                
                
                3,007,710Selling,
      general and administrative
                
                
                3,188,154
                
                
                
                3,364,633Depreciation
      and amortization
                
                
                390,260
                
                
                
                287,204Loss
      on disposition of fixed assets
                
                
                60,025
                
                
                
                -Stock
      compensation expense
                
                
                308,333
                
                
                
                -7,863,680
                
                
                
                6,659,547Net
      loss from operations
                
                
                (3,328,225
                )
                
                
                (3,202,456
                )Other
      Income/Expenses:Gain
      on extinguishments of debt
                
                
                (403,400
                )
                
                
                -Interest
                
                
                130,636
                
                
                
                73,765Net
      loss before tax benefit
                
                
                (3,055,461
                )
                
                
                (3,276,221
                )Tax
      benefitNet
      loss
                
                $
                (3,055,461
                )
                
                $
                (3,276,221
                )Basic
      and diluted loss per share
                
                
                (0.06
                )
                
                
                (0.21
                )Weighted-Average
      shares used in computation of basic and diluted loss per
    share
                
                
                53,731,516
                
                
                
                15,752,770
  The
accompanying notes are an integral part of these financial
statements.
  F-3
 
  MEGA
      MEDIA GROUP, INC. AND SUBSIDIARIESCONSOLIDATED
      STATEMENTS OF CASH FLOWSYear
      Ended January 31,2008
                    
                    
                    2007CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                    
                    $
                    (3,055,461
                    )
                    
                    $
                    (3,276,221
                    )Adjustments
      to reconcile net loss to net cashused
      by operating activities:Depreciation
      and amortization
                    
                    
                    390,260
                    
                    
                    
                    287,204Loss
      on the disposal of fixed assets
                    
                    
                    60,025
                    
                    
                    
                    -Beneficial
      conversion of loans from shareholders
                    
                    
                    51,810.00
                    
                    
                    
                    -Stock
      issued for lender's fee
                    
                    
                    -
                    
                    
                    
                    10,000Stock
      issued in exchange for lease commitment
                    
                    
                    -
                    
                    
                    
                    237,189Stock
      compensation for consulting services
                    
                    
                    46,308
                    
                    
                    
                    10,600Stock
      compensation for legal services
                    
                    
                    96,305Stock
      issued for air lease rent
                    
                    
                    900,000Non-cash
      stock based compensation
                    
                    
                    308,333
                    
                    
                    
                    -Extinguishment
      of Debt
                    
                    
                    (403,400
                    )Changes
      in operating assets and liabilities:(Increase)
      in accounts receivable
                    
                    
                    600
                    
                    
                    
                    84,127(Increase)
      decrease in advances
                    
                    
                    -
                    
                    
                    
                    (20,000
                    )(Increase)
      decrease in prepaid expenses
                    
                    
                    91,982
                    
                    
                    
                    (168,203
                    )Increase
      in accounts payable
                    
                    
                    63,139
                    
                    
                    
                    103,228Increase
      in sales tax payable
                    
                    
                    (276
                    )
                    
                    
                    -Increase
      in lease payable
                    
                    
                    -
                    
                    
                    
                    -Increase
      in accrued officers' compensation
                    
                    
                    93,957
                    
                    
                    
                    379,829Increase
      in accrued expenses
                    
                    
                    16,963
                    
                    
                    
                    7,545Increase
      in deferred revenue
                    
                    
                    (150,739
                    )
                    
                    
                    252,399Increase
      in payroll liabilities
                    
                    
                    443,619
                    
                    
                    
                    258,440Increase
      in other current liabilities
                    
                    
                    (7,565
                    )
                    
                    
                    -Total
      adjustments
                    
                    
                    2,001,322
                    
                    
                    
                    1,442,357NET
      CASH USED BY OPERATING ACTIVITIES
                    
                    
                    (1,054,139
                    )
                    
                    
                    (1,833,864
                    )CASH
      FLOWS FROM INVESTING ACTIVITIES:Master
      records
                    
                    
                    (14,000
                    )
                    
                    
                    (306,676
                    )Fixed
      assets
                    
                    
                    (122,484
                    )
                    
                    
                    (182,429
                    )Deposits
                    
                    
                    42,000
                    
                    
                    
                    (42,000
                    )CASH
      USED BY INVESTING ACTIVITIES
                    
                    
                    (94,484
                    )
                    
                    
                    (531,105
                    )CASH
      FLOWS FROM FINANCING ACTIVITIES:Loan
      proceeds, net of repayments
                    
                    
                    345,808
                    
                    
                    
                    (18,488
                    )Proceeds
      from issuance of debenture
                    
                    
                    -
                    
                    
                    
                    410,965Loans
      from shareholders
                    
                    
                    291,030
                    
                    
                    
                    1,203,062Loans
      from related parties
                    
                    
                    (5,000
                    )
                    
                    
                    444,455Capital
      Contributions
                    
                    
                    79,737
                    
                    
                    
                    -Sale
      of common stock
                    
                    
                    400,000
                    
                    
                    
                    350,000CASH
      PROVIDED BY FINANCING ACTIVITIES
                    
                    
                    1,111,575
                    
                    
                    
                    2,389,994NET
      INCREASE IN CASH
                    
                    
                    (37,048
                    )
                    
                    
                    25,026CASH:
      Beginning of period
                    
                    
                    37,444
                    
                    
                    
                    12,418End
      of period
                    
                    $
                    396
                    
                    
                    $
                    37,444Supplemental
      disclosure of noncash financing and investing
      activities:Cash
      paid during the period for income taxes
                    
                    $
                    2,275
                    
                    
                    $
                    2,275Cash
      paid during the period for interest
                    
                    $
                    130,636
                    
                    
                    $
                    55,937Non
      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
                    
                    
                    $
                    843,131Stock
      issued for air lease rent
                    
                    
                    900,000Stock
      issued for future consulting services
                    
                    
                    480,000Stock
      issued for prior legal services
                    
                    
                    96,305Preferred
      stock issued for services
                    
                    $
                    1,100
                    
                    
                    $
                    11,992Capitalized
      lease
                    
                    $
                    -
                    
                    
                    $
                    69,660Stock
      issued for compensation
                    
                    $
                    308,333
                    
                    
                    $
                    -Extinguishment
      of Debt
                    
                    $
                    416,866
                    
                    
                    $
                    -
 The
accompanying notes are an integral part of these financial
statements.
  F-4
  MEGA
      MEDIA GROUP, INC. AND SUBSIDIARIESCONSOLIDATED
      STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)FOR
      THE YEARS ENDED JANUARY 31, 2008 AND 2007TotalPreferred
      Stock
                      
                      
                      Common
      Stock
                      
                      
                      Additional
                      
                      
                      Deferred
                      
                      
                      
                      
                      
                      Stockholders'($.001
      par value)
                      
                      
                      ($.001
      par value)
                      
                      
                      Paid-In
                      
                      
                      Stock
                      
                      
                      Accumulated
                      
                      
                      EquityShares
                      
                      
                      Amount
                      
                      
                      Shares
                      
                      
                      Amount
                      
                      
                      Capital
                      
                      
                      Comp
                      
                      
                      Deficit
                      
                      
                      (Deficit)Balance
      January 31, 2006
                      
                      
                      2,500,000
                      
                      
                      
                      2,500
                      
                      
                      $
                      3,175,000
                      
                      
                      
                      3,175
                      
                      
                      
                      2,629,328
                      
                      
                      
                      
                      
                      
                      (2,870,499
                      )
                      
                      
                      (235,496
                      )Sale
      of common stock
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      620,000
                      
                      
                      
                      620
                      
                      
                      
                      349,380
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      350,000Stock
      issued to pay forlender's
      fees
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      100,000
                      
                      
                      
                      100
                      
                      
                      
                      9,900
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      10,000Stock
      issued for conversion ofloans
      to shareholders
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      1,045,257
                      
                      
                      
                      1,045
                      
                      
                      
                      842,086
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      843,132Stock
      issued in exchange forlease
      commitments
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      337,189
                      
                      
                      
                      337
                      
                      
                      
                      236,852
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      237,189Restricted
      stock awardto
      officers and shareholders
                      
                      
                      11,992,000
                      
                      
                      
                      11,992
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (1,392
                      )
                      
                      
                      
                      
                      
                      
                      10,600Loss
      for year endedJanuary
      31, 2007
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (3,276,221
                      )
                      
                      
                      (3,276,221
                      )Balance
      January 31, 2007
                      
                      
                      14,492,000
                      
                      
                      
                      14,492
                      
                      
                      
                      5,277,446
                      
                      
                      
                      5,277
                      
                      
                      
                      4,067,546
                      
                      
                      
                      (1,392
                      )
                      
                      
                      (6,146,720
                      )
                      
                      
                      (2,060,797
                      )Sale
      of common stock
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      50,000
                      
                      
                      
                      50
                      
                      
                      
                      49,950
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      50,000Cancellation
      of restricted stock awardto
      officers and shareholders
                      
                      
                      (1,175,000
                      )
                      
                      
                      (1,175
                      )
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      1,175
                      
                      
                      
                      
                      
                      
                      
                      -Restricted
      stock award
                      
                      
                      1,100,000
                      
                      
                      
                      1,100
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (100
                      )
                      
                      
                      
                      
                      
                      
                      1,000to
      officers and shareholdersEffect
      of reversed merger
                      
                      
                      (14,417,000
                      )
                      
                      
                      (14,417
                      )
                      
                      
                      67,651,248
                      
                      
                      
                      67,651
                      
                      
                      
                      857,726
                      
                      
                      
                      
                      
                      
                      
                      (103,288
                      )
                      
                      
                      807,672Sale
      of common stock
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      1,000,000
                      
                      
                      
                      1,000
                      
                      
                      
                      599,000
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      600,000Sale
      of common stock
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      166,667
                      
                      
                      
                      167
                      
                      
                      
                      58,167
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      58,333Capital
      contribution
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      79,737
                      
                      
                      
                      
                      
                      
                      
                      -
                      
                      
                      
                      79,737Beneficial
      conversion of loans from shareholders
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      51,810
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      51,810Stock
      issued in exchange for air lease rent
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      3,000,000
                      
                      
                      
                      3,000
                      
                      
                      
                      897,000
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      900,000Stock
      issued in exchange for legal services
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      406,893
                      
                      
                      
                      407
                      
                      
                      
                      95,898
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      96,305Restricted
      stock award to contractorfor
      future consulting services
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      3,000,000
                      
                      
                      
                      3,000
                      
                      
                      
                      477,000
                      
                      
                      
                      (480,000
                      )
                      
                      
                      
                      
                      
                      
                      -Restricted
      stock award to contractorfor
      earned services during the three months endedJanuary
      31, 2008
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      45,308
                      
                      
                      
                      
                      
                      
                      
                      45,308Loss
      for thre year endedJanuary
      31, 2008
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (3,055,461
                      )
                      
                      
                      (3,055,461
                      )Balance
      January 31, 2008
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      80,552,254
                      
                      
                      
                      80,552
                      
                      
                      
                      7,233,835
                      
                      
                      
                      (435,009
                      )
                      
                      
                      (9,305,469
                      )
                      
                      
                      (2,426,091
                      )
  The
      accompanying notes are an integral part of these financial
      statements.
  F-5
  MEGA
MEDIA GROUP, INC. AND SUBSIDIARIES
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 January
31, 2008
 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 $9,305,469 and $6,146,720 at January 31, 2008 and 2007
respectively that includes losses of $3,055,461 and $3,276,221 for the years
ended January 31, 2008 and 2007 respectively and a working deficit of $3,302,951
and $3,090,885 at January 31, 2008 and 2007 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
  Basis Of
Consolidation
 
 The
accompanying consolidated financial statements include the accounts of the Mega
Media Group Inc., and its subsidiary Mega Media Film, Inc., Mega Media Studios,
Inc., Mega Media Records, Inc., VSE Magazine, Inc., and Echo Broadcasting Group,
Inc. All significant intercompany balances and transactions have been
eliminated.
   F-6
 
 Estimates
 
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that effects the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the of the combined financial statements and the reported amounts of revenue and
expenses during the reported period. Actual results could differ from these
estimates.
 
 Cash And Cash
Equivalents
  Short-term
investments with an original maturity of three months or less are considered to
be cash equivalents.
 
 Depreciation and
Amortization
 
 The cost
of furniture and equipment is depreciated over the estimated useful lives of the
related assets. The cost of leaseholds improvements is amortized over the lesser
of the length of the related lease or the estimated useful life of the assets.
Depreciation is computed on a straight line basis, with lives ranging from 3 to
7 years.  Leasehold improvements are amortized over the life of the
lease.
 
 Master
Records
 
 The
Company records the cost of a record master borne by the Company as an asset if
the past performance and current popularity of the artist provides a sound basis
for estimating that the cost will be recovered from future sales. Otherwise,
that cost is charged to expense. The amount recognized as an asset is amortized
over the estimated life of the recorded performance.
 
 Accounts
Receivable
 
 Accounts
receivable are stated at the amount management expects to collect from
outstanding balances.  Management provides for probable uncollected
amounts through a charge to earnings and a credit to a allowance for bad debts
based on its assessment of the current status of individual
accounts.  Balances that are still outstanding after management has
used reasonable collection efforts are written off through a charge to the
allowance for bad debts and a credit to accounts receivable.
 
 Revenue
Recognition
 
 The
Company recognizes revenue for broadcast advertising when the commercial is
broadcast and is reported, net of agency and outside sales representative
commissions, in accordance with Staff Accounting Bulletin (“SAB”) No. 104,
Topic 13, “Revenue
Recognition, Revised and Updated.” Agency and outside sales
representative commissions are calculated based on a stated percentage applied
to gross billing. Generally, clients remit the gross billing amount to the
agency or outside sales representative, and the agency or outside sales
representative remits the gross billing, less their commission, to the
Company.
 
 Financial
Instruments
 
 Due to
their short maturity, the carrying amounts of accounts and notes receivable,
accounts payable, accrued liabilities, and short-term borrowings approximated
their fair values at January 31, 2008 and 2007.
 
 Income
Taxes
 
 The
Company accounts for income taxes using the liability method. Under this method,
deferred tax assets and liabilities are determined based on differences between
financial reporting bases and tax bases of assets and liabilities and are
measured using the enacted tax rates expected to apply to taxable income in the
periods in which the deferred tax asset or liability is expected to be realized
or settled. Deferred tax assets are reduced by valuation allowances if the
Company believes it is more likely than not that some portion or all of the
asset will not be realized.
 
  F-7
  Certain
Reclassifications
 
 The
Company has reclassified a portion of prior quarters selling, general and
administrative expense to be included as a separate component of operating
expenses.
 
 Barter
Transactions
 
 The
Company provides broadcast advertising time in exchange for advertising time in
other media, as well as certain goods and services. The terms of the exchanges
generally permit the Company to preempt such broadcast time in favor of
advertisers who purchase time in exchange for cash. The Company includes the
value of such exchanges in both broadcasting net revenues and station operating
expenses. The valuation of barter time is based upon the fair value of the
advertising time provided and goods and services received. For the years ended
January 31, 2008 and 2007, barter transactions reflected in net broadcast
revenue, operating expenses and selling, general and administrative expenses
were approximately $290,896 and $153,934 respectively.
 
 On July
16th, 2007
VSE Magazine, Inc., a subsidiary of Family Healthcare Solutions, Inc, entered
into asset and trademark purchase agreements to acquire a Russian language
publication currently operating under the name “METPO” that is distributed in
the greater New York metro area. The total consideration for this transaction
was $200,000 of advertising time on a related company’s radio station, Radio
VSE.
 
 New Accounting
Pronouncements
 
 On
December 4, 2007, the FASB issued SFAS No. 160, Noncontrolling interest in
Consolidated Financial Statements(SFAS No. 160).  SFAS No. 160
requires all entities to report noncontrolling (minority) interests in
subsidiaries as equity in the consolidated financial statements.  The
statement establishes a single method of accounting for changes in a parent’s
ownership interest in a subsidiary that do not result in deconsolidation and
expands disclosures in the consolidated financial statements.  SFAS
No. 160 is effective for fiscal years beginning after December 15, 2008 and
interim periods within those fiscal years.  We have not yet determined
the impact of the adoption of SFAS No. 160 on our consolidated financial
statements and footnote disclosures.
 
 On
December 4, 2007, the FASB issued SFAS No.141R, Business Combinations (SFAS
No. 141R).  SFAS No. 141R requires the acquiring entity in a business
combination to recognize all the assets acquired and liabilities assumed,
establishes the acquisition date fair value as the measurement objective for all
assets acquired and liabilities assumed, and requires the acquirer to expand
disclosures about the nature and financial effect of the business
combination.  SFAS No. 141R is effective for business combinations for
which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008.  We have not
yet determined the impact of the adoption of SFAS No. 141R on our consolidated
financial statements and footnote disclosures.
 
 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:
                
                January 31,
                  2008
                
                
                January 31,
                  2007Accounts
      receivable-trade
                
                $
                81,036
                
                
                $
                81,636Allowance
      for doubtful accounts
                
                
                (13,000
                )
                
                
                (13,000
                )$
                68,036
                
                
                $
                68,636
  F-8
  NOTE 4 –
FIXED ASSETS
  January
      31,
                  2008
                
                
                January
      31,
                  2007Fixed
      Assets consist of the following:Equipment
                
                $
                505,066
                
                
                $
                432,565Leasehold
                
                
                230,969
                
                
                
                309,148Furniture
                
                
                38,162
                
                
                
                33,953Trucks
                
                
                41,188
                
                
                
                94,288Computer
      software
                
                
                43,988
                
                
                
                20,705859,373
                
                
                
                890,659Less
      accumulated depreciation
                
                
                468,129
                
                
                
                331,562$
                391,244
                
                
                $
                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.
  NOTE 5 –
INTANGIBLE ASSETS
  January
      31,
                  2008
                
                
                January
      31,
                  2007Intangible
      Assets consist of the following:Master
      records
                
                $
                320,676
                
                
                $
                306,676Other
      intangible assets (see Note 2)
                
                
                200,000
                
                
                
                -Less
      accumulated amortization
                
                
                (219,009
                )
                
                
                -$
                301,667
                
                
                $
                306,676
 
 NOTE 6 –
LOANS FROM SHARESHOLDERS AND RELATED PARTY TRANSACTIONS
 
 On May
4th, 2006 the company entered into debt conversion agreements with company's
shareholders according to which all loans from shareholders in the amount of
1,045,257 shall be converted into shares of common stock at the conversion price
of $1.00 per share. Additionally, certain shareholders have made and will be
making future payments for leased equipment in the amount of
$337,189.
 
 At
January 31, 2007 total loans payable to shareholders of $715,118 mature in
various amounts from July 1, 2007 to January 11, 2008 and have a stated interest
rate of 9%.
 
 In June,
2007 the company entered into debt conversion agreements with company's
shareholders according to which loans from shareholders and certain loans due to
related party in the amount of $877,000 were converted into shares of common
stock at the conversion prices of $0.30 and $0.25 per share. These conversion
agreements were part of the reverse merger agreement between the company and
Family Healthcare Solutions, Inc., a Nevada Corporation (see note
12).
 
 In
January 2008 the company borrowed two loans of $100,000 each from the
shareholders. Each loan has a beneficial conversion clause proving the option
that the loan can be converted into the company’s common shares at a discount of
20% to market value, with a conversion price limit not to exceed $.40 per share.
The company recognizes beneficial conversion features in accordance with the
FASB Emerging Issues Task Force Issue 98-5. Accordingly, the company fully
amortized the discount through the interest expense in the amount of $51,810 at
the date of issuance of the loans.
 
  F-9
  At
January 31, 2008 total loans payable to shareholders of $239,148 and due to
related party of $398,783 mature in various amounts from July 11, 2008 to
January 24, 2009 and have a stated interest rate of 9%.
  An
officer of the company provides tax preparation and advisory services to the
Company as a director of Universal Accounting Systems. The company made payments
of $2,070 and $0 at January 2007 and 2008 respectively to the officer as a
compensation for services rendered.
 
 Certain
founding shareholders of Echo Broadcasting Group Inc. have received free
advertising time on Radio VSE. The fair market value of these services was
$108,345 and $176,130 at January 2007 and 2008 respectively.
  NOTE 7
– LOANS PAYABLE
 
 During
fiscal 2006, the Company borrowed two loans of $220,000 each, a total of
$440,000 payable on June 7, 2007.   ("STATUS") Extended for 12
months
 
 The
interest rate is the UBS Rate plus 5.5%.
 
 During
2007, the Company borrowed $250,000 from First Capital Invest Corp (“FCIC”),
Swiss-based financial institution. Loan is payable in six months from the
inception. Due date on the loan is extended to June 30, 2008.
 
 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
the fiscal year ended January 31, 2007:
 
 The
Company sold 620,000 of its $.001 par value common shares to unrelated investors
in private placements for $1.00 and $0.50 per share for proceeds of
$350,000.
 
 The
Company issued 100,000 of its $.001 par value common shares to unrelated
investor in consideration for the finder's fee valued at $10,000.
 
 As
discussed in Note 6, the company entered into debt conversion agreements with
company's shareholders according to which all loans from shareholders in the
amount of 1,054,257 shall be converted into shares of common stock at the
conversion price of $1.00 per share. Additionally, certain shareholders have
made and will be making future payments for leased equipment in the amount of
$337,189.
 
 During
the fiscal year ended January 31, 2008:
 
 In April
2007 the Company sold 50,000 of its $.001 par value common shares to unrelated
investors in private placements for $1.00 per share for proceeds of
$50,000.
 
 In June
2007 the company entered into stock conversion agreements with company's
shareholders according to which all preferred shares issued to shareholders in
the amount of $14,417 shall be converted into shares of common stock at the par
value of 0.001 per share. These conversion agreements were part of the exchange
agreement between the company and Family Healthcare Solutions, Inc., a Nevada
Corporation (see Note 6).
 
  F-10
  In June
2007 as discussed, in Note 6, the company entered into debt conversion
agreements with company's shareholders according to which loans from
shareholders and certain loans from related party in the amount of $877,000
shall be converted into shares of common stock at the conversion prices of $0.30
and 0.25 per share.
 
 In July
2007 the Company sold 1,000,000 of its $.001 par value common shares to
unrelated investors for $0.30 per share for proceeds of $300,000. Market value
of the stock at the time of sale was $0.60 per share.
 
 In August
2007 the Company sold 166,667 of its $.001 par value common shares to unrelated
investors for $0.30 per share for proceeds of $50,000. Market value of the stock
at the time of sale was $0.35 per share.
 
 On
November 1, 2007, the company issued to Anslow & Jaclyn LLP 177,420
unrestricted shares of common stock in pay of past and future legal services.
Market value of the stock at the time of agreement was $0.31 per
share.
 
 On
November 9, 2007, the company issued to Island Broadcasting Company 3,000,000
restricted shares of common stock as a part of new Time Brokerage Agreement (see
Note 10). Market value of the stock at the time of agreement was $0.30 per
share.
 
 On
November 23, 2007, the company issued to Ronn Torrossian 3,000,000 restricted
shares of common stock as a part of new Consulting Agreement (see Note 10).
Market value of the stock at the time of agreement was $0.16 per
share.
 
 On
January 16, 2008, the company issued to Anslow & Jaclyn LLP 229,473
unrestricted shares of common stock in pay of past and future legal services.
Market value of the stock at the time of agreement was $0.18 per
share.
  NOTE 9 –
EQUIPMENT LOANS PAYABLE
  January
      31,
                  2008
                
                
                January
      31,
                  2007Equipment
      loans consist of the following:Raritan
      Bay FCU ("RBFCU")
                
                $
                0
                
                
                $
                40,979Chrysler
      Credit ("CC")
                
                
                13,071
                
                
                
                20,89613,071
                
                
                
                61,875Less
      current portion
                
                
                4,767
                
                
                
                14,924$
                8,304
                
                
                $
                45,951
  The loan
from RBFCU is payable in 72 monthly loan payments of $899 that include principal
and interest at 6.75% per annum and matures on September 1, 2011.  The
loan is secured by the vehicle purchased. The August 2007 loan was terminated
and vehicle was returned to the lender.
 
 The loan
payable CC is payable in 60 monthly payments of $782 which includes principal
and interest at 6.75% per annum and matures on July 9, 2010.  The loan
is secured by the truck purchased.
  NOTE 10
–  COMMITMENTS AND CONTINGENCIES
 
 Airtime Agreement
(Lease)
 
 The
Company has an agreement (the "Agreement") with Island Broadcasting Company (the
"Licensee") for airtime.  Pursuant to the Agreement the Company has
purchased airtime for the period November 1, 2005 to July 1,
2010.  However, after July 1, 2006 the Licensee may terminate the
Agreement upon 90 days notice to the Company.  Per the Agreement the
airtime is paid monthly.  During the years ended January 31, 2007 the
company paid $2,143,388 for airtime.
 
  F-11
   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 issued to Island Broadcasting Company 3,000,000 restricted
shares of common stock, at the price of $0.30 per share.
  Finally,
the amended Time Brokerage Agreement now requires Echo to pay Island
Broadcasting Company five percent of the gross receipts received by or credited
to Echo and derived from advertising payments, sponsorships and other sources
relating to the Station's activities. Echo must make such payments within sixty
days following the close of each of Echo's full fiscal quarter from October 1,
2008 through December 31, 2012.
 
 Remaining
commitments under the Agreement are as follows:
  Year Ending January
      31,2009
                
                $
                2,600,0002010
                
                
                3,100,0002011
                
                
                3,410,0002012
                
                
                3,751,0002013
                
                
                3,670,075$
                16,531,075
  Premises and
Equipment
 
 The
Company has entered into lease agreements for office space and equipment, which
expire at various times through April 2009. During the years ended January 31,
2008 and 2007 the Company paid $152,249 and $136,877 in rent expense
respectfully. Remaining commitments under the operating leases mature as
follows:
  Year Ending January
      31,2009
                
                $
                125,7622010
                
                
                15,105$
                140,867
  On May 1,
2006 the Company has entered into a new lease agreement for office space, which
was originally expected to expire on April 30, 2011. During the year ended
January 31, 2007 the Company paid $135,605 in rent expense.
 
 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. During the year
ended January 31, 2007 the Company paid $72,400 in rent expense.
 
 Capital
Lease
 
 On
October 4, 2006 the Company has entered into a new lease agreement for office
space, which expire on April 30, 2011. During the years ended January 31, 2008
and 2007 the company paid $19,440 and $8,100 respectively in lieu of the lease.
The commitments under the lease agreement mature as follows:
   F-12
  Year Ending January
      31,2009
                
                $
                19,4402010
                
                
                19,4402011
                
                
                11,340$
                50,220
 
 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 11
–  STOCK-BASED COMPENSATION
 
 The
Company accounts for its employee stock-based compensation for all such
compensation awarded beginning February 1, 2006 under FASB Statement No. 123R,
Accounting for Stock-Based Compensation. For employee stock-based compensation
awarded prior to January 1, 2006, we accounted for such compensation under
Accounting Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued
to Employees.
 
 In August
2006, the Company has issued 11,992,000, $.001 par value, preferred shares for
past and future services performed by its officers, directors, employees and
consultants. The preferred stock is convertible into common shares in 18 months
after the issuance based upon a 2 to 1 conversion ratio. The shares of preferred
stock have preferential treatment in case of liquidation. Each share of the
preferred stock has 5 voting rights. Out of 11,992,000 preferred shares,
10,600,000 shares, with market value of $10,600, are fully vested and expensed
under selling, general and administrative expenses. 1,392,000 of preferred
shares, with market value of $1,392 are included in deferred compensation in the
equity section of the balance sheet at January 31, 2007.
 
 In
February 2007, the Company canceled 1,175,000 preferred shares, $.001 par value,
with a market value of $1,175 that were priorly awarded to employees and were
part of deferred compensation in the equity section.
 
 Also, In
February 2007, the Company has issued 1,100,000, $.001 par value, preferred
shares for past and future services performed by its officers, directors,
employees and consultants. The preferred stock is convertible into common shares
in 18 months after the issuance based upon a 2 to 1 conversion ratio. The shares
of preferred stock have preferential treatment in case of liquidation. Each
share of the preferred stock has 5 voting rights. Out of 1,100,000 preferred
shares, 1,000,000 shares, with market value of $1,000, are fully vested and
expensed under selling, general and administrative expenses. 100,000 of
preferred shares, with market value of $100 are included in deferred
compensation in the equity section of the balance sheets at January 31,
2008.
 
 On
November 23, 2007, the Company has issued 3,000,000, $.001 par value, common
shares for future consulting services performed by Ronn Torrosian over a period
two years. Market value of the stock at the time of agreement was $0.16 per
share for a total cost of $480,000. At January 31, 2008, Ronn Torrosian earned
consulting fees in the amount of $45,307.80. The remaining value of the Ronn
Torrosian’s future services in the amount of $434,692.20 are included in
deferred compensation in the equity section of the balance sheets at January 31,
2008.
 
 NOTE 12 –
REVERSED MERGER
 
 On June
20, 2007, the company entered into a Stock Purchase and Share Exchange Agreement
(the “Exchange Agreement”) Family Healthcare Solutions, Inc., a Nevada
Corporation (“FHCS”), pursuant to which FHCS acquired 100% of the issued
and outstanding capital stock of the company and wholly owned subsidiaries,
making the company a wholly owned subsidiary of FHCS, and convert into equity
$877,000 in convertible debentures from the company. Note Holders, in exchange
for the issuance by FHCS to the company Shareholders and the company Note
Holders of 49,990,406 shares of FHCS common stock, par value $0.001 per share,
which constituted 68.50% of the company’s issued and outstanding fully diluted
common stock after the transaction is closed. As additional consideration, the
FHCS’s Shareholders agreed to cancel 13,161,033 shares of common
stock.  The FHCS’s stockholders own 28.50% of the issued and
outstanding fully diluted common stock of the company after the transaction was
closed.
   F-13
 
 NOTE 13 –
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.
 
 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 14
–  SEGMENT DATA
 
 Currently
the Company has three reportable segments, which it believes best reflects how
the Company is currently managed – radio broadcasting, recorded music and
corporate divisions. The category “other” includes audio & video recording
studios, METRO magazine and other general support services and initiatives.
Revenue and expenses earned and charged between segments are recorded at fair
value and eliminated in consolidation.
  Year
      Ended January 31, 2007RadioVSE
                
                
                RecordedMusic
                
                
                Corporate
                
                
                Other
                
                
                TotalRevenue
                
                $
                3,332,573
                
                
                $
                88,562
                
                
                $
                0
                
                
                $
                35,956
                
                
                $
                3,457,091Direct
      operating expenses
                
                
                2,877,593
                
                
                
                105,521
                
                
                
                14,266
                
                
                
                10,600
                
                
                
                3,007,710Selling,
      general and administrative expenses
                
                
                1,506,366
                
                
                
                680,194
                
                
                
                1,134,603
                
                
                
                43,470
                
                
                
                3,364,633Depreciation
      and amortization
                
                
                39,026
                
                
                
                133,334
                
                
                
                114,661
                
                
                
                183
                
                
                
                287,204Interest
      expenses
                
                
                58,338
                
                
                
                0
                
                
                
                15,427
                
                
                
                0
                
                
                
                73,765Operating
      income (loss)
                
                
                (1,148,750
                )
                
                $
                (830,217
                )
                
                $
                (1,278,957
                )
                
                $
                (18,297
                )
                
                $
                (3,276,221
                )
  F-14
 Year
      Ended January 31, 2008RadioVSE
                
                
                RecordedMusic
                
                
                Corporate
                
                
                Metro
                
                
                Other
                
                
                TotalRevenue
                
                $
                4,227,882
                
                
                $
                70,000
                
                
                $
                38,345
                
                
                $
                155,806
                
                
                $
                43,421
                
                
                $
                43,421Direct
      operating expenses
                
                
                3,605,862
                
                
                
                70,838
                
                
                
                150
                
                
                
                227,888
                
                
                
                12,170
                
                
                
                3,916,908Selling,
      general and administrative expenses
                
                
                1,579,994
                
                
                
                504,223
                
                
                
                1,027,644
                
                
                
                44,305
                
                
                
                31,988
                
                
                
                3,188,154Depreciation
      and amortization
                
                
                52,077
                
                
                
                205,962
                
                
                
                108,525
                
                
                
                23,333
                
                
                
                363
                
                
                
                390,260Loss
      on disposal of fixed assets
                
                
                (4,960
                )
                
                
                64,985
                
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                60,025Stock
      compensation expense
                
                
                0
                
                
                
                0
                
                
                
                308,333
                
                
                
                0
                
                
                
                0
                
                
                
                308,333Gain
      on extinguishment of debt
                
                
                0
                
                
                
                0
                
                
                
                (403,400
                )
                
                
                0
                
                
                
                0
                
                
                
                (403,400
                )Interest
      expenses
                
                
                64,019
                
                
                
                0
                
                
                
                66,617
                
                
                
                0
                
                
                
                0
                
                
                
                130,636Operating
      income (loss)
                
                $
                (1,069,109
                )
                
                $
                (776,008
                )
                
                $
                (1,069,524
                )
                
                $
                (139,720
                )
                
                $
                (1,100
                )
                
                $
                (3,055,461
                )




NOTE
      15 – INCOME TAXES
 
 Due to
the Company’s net loss, there was no provision for income taxes.  The
Company has net operating loss carry forwards for income tax purposes of
approximately $9,3100,000 at January 31, 2008, and $6,100,000 at January 31,
2007.  These carry forward losses are available to offset future
taxable income, if any, and expire starting in the year 2026.  The
Company’s utilization of this carry forward against future taxable income may
become subject to an annual limitation due to a cumulative change in ownership
of the Company of more than 50 percent.
 
 The
      components of the Company’s Tax provision were as
    follows:
              
              January
      31,
              
              
              January
      31,2008
              
              
              2007Current
      income tax (benefit) expense
              
              $
              (1,282,000
              )
              
              $
              (1,375,000
              )Deferred
      income tax expense (benefit)
              
              
              1,282,000
              
              
              
              1,375,000$
              -
              
              
              $
              -
 
 The
reconciliation of the income tax computed at the U.S. Federal statutory rate to
income tax expense for the periods ended January 31, 2007 and
2006:
 
 January
      31,
              
              
              January
      31,2008
              
              
              2007Tax
      expense (benefit) at Federal rate (34%)
              
              $
              (1,020,000
              )
              
              $
              (1,088,000
              )State
      and local income tax, net of Federal benefit
              
              
              (262,000
              )
              
              
              (287,000
              )Change
      in valuation allowance
              
              
              1,282,000
              
              
              
              1,375,000Net
      income tax (benefit) allowance
              
              $
              -
              
              
              $
              -
 
 Deferred
income taxes reflect the net income tax effect of temporary differences between
the carrying amounts of the assets and liabilities for financial reporting
purposes and amounts used for income taxes.  The Company’s deferred
income tax assets and liabilities consist of the following:
 
 Deferred
      tax asset:
              
              January
      31,
              
              
              January
      31,2008
              
              
              2007Net
      operating loss carry forward
              
              $
              3,857,000
              
              
              $
              2,575,000Valuation
      allowance
              
              
              (3,857,000
              )
              
              
              (2,575,000
              )Net
      deferred tax assets
              
              $
              -
              
              
              $
              -
 
 The
Company recognized no income tax benefit for the loss generated for the periods
through January 31, 2008.
 
 SFAS
No. 109 requires that a valuation allowance be provided if it is more likely
than not that some portion or all of a deferred tax asset will not be
realized.  The Company’s ability to realize the benefit of its
deferred tax asset will depend on the generation of future taxable
income.  Because the Company has yet to recognize significant revenue
from the sale of its products, it believes that the full valuation allowance
should be provided.








F-15
 
  NOTE
16 – PAYROLL TAXES
 
 The
company had outstanding payroll taxes payable as of January 31, 2008 and 2007.
The outstanding payroll tax liability is as following:
  For the Years
      Ended
                    January
      31,2008
                  
                  
                  2007Payroll
      taxes payable
                  
                  $
                  728,350
                  
                  
                  
                  284,731
 The
Company is in the process negotiating a payment plan with Internal Revenue
Service.
 
 NOTE
17 – EARNINGS PER SHARE
 
 Basic
earnings per share is computed by dividing net earnings by the weighted average
number of common stock outstanding during the period. Diluted income per share
is computed by dividing net income by the weighted average number of shares of
common stock, common stock equivalents and potentially dilutive securities
outstanding during each period. Potentially dilutive shares of common stock
consist of the common stock issuable upon the exercise of stock warrants (using
the treasury stock method) and upon the conversion of a convertible preferred
stock (using the if-converted method). A reconciliation of the denominator used
in the calculation of basic and diluted net income (loss) per share is as
follows:
  For the Years
      Ended
                  January
      31,2008
                
                
                2007Numerator:Net income
      (loss) available to common shareholders
                
                $
                (3,055,461
                )
                
                $
                (3,276,221
                )Denominator:Weighed-average
      shares outstanding for basic earnings per share
                
                
                53,731,516
                
                
                
                15,752,770Basic and
      diluted loss per share
                
                
                (0.06
                )
                
                
                (0.21
                )
  NOTE
18 – SUBSEQUENT EVENTS
  On
April 18, 2008, the company entered into a Securities Purchase Agreement (the
"Securities Purchase Agreement") with Golden Gate Investors, Inc. (the
"Investor"). The aggregate purchase price was $1,500,000 for the initial tranche
and the investment was as follows:
  The
Securities Purchase Agreement includes two tranches. The initial tranche
consists of a 7.00% convertible debenture (the "Debenture") issued by the
Company, in exchange for $100,000 in cash and a 7.25% Secured Promissory Note
(the "Promissory Note") for $1,400,000 issued by the Investor which matures on
May 31, 2012. The Promissory Note contains a prepayment provision which requires
the Investor to make prepayments of interest and principal of $200,000 monthly
upon satisfaction of certain conditions. One of the conditions to prepayment is
that shares of the Company's Common Stock issued pursuant to the conversion
rights under the Debenture must be freely tradable under Rule 144 of the
Securities Act of 1933, as amended. Pursuant to the terms of the Debenture, the
Investor shall have the right from time to time, and at any time on or prior to
maturity to convert all or any part of the outstanding and unpaid principal
amount of this Debenture into fully paid and non-assessable shares of the
Company's Common Stock, $.001 par value per share. The number of shares of
Common Stock to be issued upon each conversion of the Debenture shall be
determined by dividing the amount of principal and accrued interest to be
converted ("Conversion Amount") by the applicable conversion price then in
effect on the date specified in the notice of conversion, as set forth in
Exhibit A to the Debenture (the "Notice of Conversion"). The conversion price
shall be equal to the lesser of: (i)$0.50 or (ii) the average of the lowest
three (3) volume weighted average prices of the Company's Common Stock as
reported on the OTC Bulletin Board (the "Volume Weighted Average Price") during
the twenty (20) trading days prior to the date of the Conversion Notice (the
"Conversion Date") multiplied by .75. As described in the respective
instruments, the Debenture provides for an upward adjustment of the interest
rate under certain circumstances and the Promissory Note provides for a downward
adjustment of the interest rate under certain circumstances. In addition the
Investor is required to prepay $250,000 of the Promissory Note issued on April
18, 2008 on the five month anniversary of the purchase of the Debenture that
occurred on April 18, 2008, provided that certain conditions set forth in the
Securities Purchase Agreement are satisfied .
  F-16
  Provided
that no event of default exists, as defined in the Debenture, the second tranche
of the financing consists of the Company selling and the Investor purchasing a
debenture in the principal amount of $1,500,000 in exchange for a purchase price
of $1,500,000 (the "Second Debenture"), with such purchase price paid via a cash
payment of $250,000 and the issuance of a promissory note in the principal
amount of $1,250,000 (the "Second Promissory Note"), with the form of and terms
of the Second Debenture and the Second Promissory Note and payment of the
purchase price subject to the same terms and conditions of the Securities
Purchase Agreement, the Debenture and the Promissory Note, provided that the
Discount Multiplier (as defined in the Second Debenture) for the Second
Debenture shall be 90%, and when the Second Debenture is issued, the term
"Debenture" as used in the Securities Purchase Agreement shall be deemed to
include the Second Debenture in all respects and when the Second Promissory Note
is issued, the term "Promissory Note" as used in the Securities Purchase
Agreement shall be deemed to include the Second Promissory Note in all respects.
Pursuant to the Securities Purchase Agreement, the Investor may eliminate the
requirement to purchase the Second Debenture by a payment to the Company of
$25,000, which payment shall be reduced under certain conditions to $5,000 or
$0. As also set forth in the Securities Purchase Agreement, the Company has the
right, during a specified ten trading day period prior to the Investor's
purchase of the Second Debenture, subject to the satisfaction of certain
conditions set forth in the Securities Purchase Agreement, to terminate the
right of the Investor to purchase the Second Debenture.
  If the
Investor elects to convert a portion of the Debenture and, on the day that the
election is made, the Volume Weighted Average Price per share of the Company's
Common Stock is below $0.04 per share, the Company shall have the right to
prepay that portion of the Debenture that the Investor elected to convert, plus
any accrued and unpaid interest, at 125% of such amount. In the event that the
Company elects to prepay that portion of the Debenture, the Investor shall have
the right to withdraw its Conversion Notice. Pursuant to its terms, the Investor
may not convert the principal amount of the Debenture to the extent that,
following such conversion, the Investor would beneficially own in excess of
4.99% of the Company's outstanding Common Stock, which cap may be increased to
9.99% or entirely removed by the Investor on not less than 61 days' prior
notice.
  Finally,
in the event that the Company obtains a commitment for any other financing
(either debt, equity, or a combination thereof) which is to close during the
term of the Debenture, Investor shall be entitled to a right of first refusal to
enable it to, at Investor's option, either: (i) match the terms of the other
financing, or (ii) add additional principal to the Debenture, in the amount of
such other financing, on the same terms and conditions as the
Debenture.
  Pursuant
to the terms of the Securities Purchase Agreement, the Investor does not have
any registration rights.
  Other
than their relationship as a result of the Securities Purchase Agreement, there
is no material relationship between the Company and the
Investor.
  The
information set forth above is qualified in its entirety by reference to the
actual terms of the Securities Purchase Agreement, Debenture and Promissory Note
attached to the Company's initial 8-K as Exhibits 10.1, 10.2 and 10.3 filed with
the SEC on April 23, 2008 and which are incorporated herein by
reference.
  Upon
closing of the above-referenced transactions, we believe that the offer and sale
of these securities will be exempt from the registration requirements of the
Securities Act of 1933, as amended, pursuant to Sections 4(2) and 4(6) thereof,
and Rule 506 of Regulation D of the Securities and Exchange Commission and from
various similar state exemptions. In connection with the sale of these
securities, the Company relied on the Investors' written representations that it
was either an "accredited investor" as defined in Rule 501(a) of the Securities
and Exchange Commission or a "qualified institutional buyer" as defined in Rule
144A(a). In addition, neither the Company nor anyone acting on its behalf
offered or sold these securities by any form of general solicitation or general
advertising .
    F-17








Item
8. Changes In and
Disagreements With Accountants on Accounting and Financial
Disclosure.




None.




Item
8A.         Controls and
Procedures.




Evaluation of Disclosure
Controls and Procedures





Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”),
the Company carried out an evaluation, with the participation of the Company’s
management, including the Company’s Chief Executive Officer (“CEO”) and Chief
Accounting Officer (“CAO”) (the Company’s principal financial and accounting
officer), of the effectiveness of the Company’s disclosure controls and
procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the
end of the period covered by this report. Based upon that evaluation, the
Company’s CEO and CAO concluded that the Company’s disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports that the Company files or submits under the Exchange
Act, is recorded, processed, summarized and reported, within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to the Company’s management, including the Company’s CEO and
CAO, as appropriate, to allow timely decisions regarding required
disclosure.




Management’s Report on Internal Controls over
Financial Reporting





Internal
control over financial reporting is a process to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with U.S. generally
accepted accounting principles.  There has been no change in the Company’s
internal control over financial reporting during the year ended January 31,
2008 that has materially affected, or is reasonably likely to materially affect,
the Company’s internal control over financial reporting.




The
Company’s management, including the Company’s CEO and CAO, does not expect that
the Company’s disclosure controls and procedures or the Company’s internal
controls will prevent all errors and all fraud. A control system, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design
of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Because
of the inherent limitations in all control systems, no evaluation of the
controls can provide absolute assurance that all control issues and instances of
fraud, if any, within the Company have been detected.





Management
conducted an evaluation of the effectiveness of our internal control over
financial reporting based on the framework in Internal Control–Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission. Based
on this evaluation, management concluded that the company’s internal control
over financial reporting was effective as of January 31, 2008.




Item
8B. Other
Information.




None.








8





PART III







Item
9. Directors, Executive
Officers, Promoters and Control Persons; Compliance with Section 16(a) of the
Exchange Act.




The
following table sets forth the name and age of our directors and
officers.





Name
            
            Age
            
            Position
            
            Date
      of AppointmentAlex
      Shvarts
            
            39
            
            Chief
      Executive Officer, Director
            
            InceptionRonn
      Torossian
            
            33
            
            Executive
      Director of Marketing
            
            November
      2007Dr.
      Elan Kaufman
            
            33
            
            Director
            
            InceptionDr.
      Lev Paukman
            
            66
            
            Director
            
            InceptionKurt
      Dalmata
            
            58
            
            Director
            
            June
      2007Gennady
      Pomeranets
            
            37
            
            Chief
      Financial Officer
            
            January
      2005




Set forth
below is a brief description of the background and business experience of our
directors and officers.





ALEX
SHVARTS, Chief Executive Officer





Mr.
Shvarts has served as the CEO of Mega Media Group, Inc. since 2004 and is
responsible for the overall direction of the company. He launched the company’s
Russian-language radio programming (Radio VSE), its Russian-language magazine
(Metro Magazine), online Ticket site ConcertRU.com and has organizing live radio
broadcasts and company-sponsored community events in New York City and Brooklyn,
and overseeing the operations of the company’s other divisions.  Mr.
Shvarts also oversees the general operations of the company and has implemented
the marketing and growth strategies for the company. He is responsible for
implementing the forthcoming format change for the company’s radio station to
mainstream, English-language programming that will feature a daily morning show
by the renowned, celebrity host s Star & Buc Wild.  Mr. Shvarts
has more than fifteen years of experience in the financial
community.  From 1987 to 1999 Mr. Shvarts worked as an account
executive and managed Broker/Dealers, doing corporate finance, M/A and
underwritings. Mr. Shvarts consulted for various international trading companies
based in Russia and Ukraine. Outside of the financial world, Mr. Shvarts has
been involved in numerous entertainment activities, including live concerts
promotions, video production and recording artist development.  Mr.
Shvarts has received various acknowledgements from organizations in New York. In
2006 he was named Businessman of The Year , for his work with Elite High School,
a non- profit school for underprivileged children. He has been awarded various
recognition awards by city councilmen Nelson, State Senator Kruger, Borough
President Markowitz and the office of Mayor Michael Bloomberg for his on going
work in the community. Mr. Shvarts was voted Mass Media person of the year for
2006 by the users of Rambler.ru in the United States.





GENNADY
POMERANETS, CPAChief Financial Officer





Mr.
Pomeranets is a certified public accountant with years of experience in fashion,
entertainment, audio recording and video production industries. He is a graduate
of Brooklyn College and practiced accounting at various local accounting
firms, and is both a member of the American Institute of Certified Public
Accountants and the New York State Society of Certified Public Accountants. He
is a managing director of a local New York public accounting firm with
diversified clientele serving varieties of industries and communities. Mr.
Pomeranets has extensive experience in entertainment industry and is currently
serving as a director of several local not-for-profit charitable
organizations.





JOEL
SALKOWITZ,Program Director





Mr. Salkowitz is a veteran major market
programming and operations executive.  He was most recently Vice
President of Music Programming and Content at Sirius Satellite Radio where he
was responsible for overseeing the programming for the premiere satellite radio
providers 65 music stations and managing the staff of program directors,
producers and on-air talent.  Prior to joining Sirius, Salkowitz was
with Clear Channel Communications as a Format Director and Brand Manager
overseeing the launch and programming for 10 major market stations, as well as
serving as Program Director for JAMMIN 105 – New York (WTJM-FM).  His
past experience also includes management, production and programming positions
at Fox Television, EMI Records, Westwood One, ABC Radio, NBC Radio and Emmis
Communications.






9





As Regional VP of Programming at Emmis’
HOT97 (WQHT) in New York, he helped develop the Rhythm Top 40 format that
dominated contemporary radio during the late 1980s and early 1990s and was also
responsible for overseeing programming at Emmis’ WAVA (Washington DC) and WLOL
(Minneapolis).  During his tenure, HOT 97 was the most listened to
Rhythm Top 40 station in the country.  At Westwood One, Salkowitz
developed two nationally syndicated programs.  He has also consulted
for numerous clients including Saga Communications, MJI Broadcasting and J-Wave
Radio in Japan and since 2004, Salkowitz has operated his own company, Sound
Ideas Programming Consultants LLC and continues to work with radio stations and
content providers on all areas of operations, programming and
marketing.  He recently launched and currently operates an Internet
radio station, “Original HOT 97.COM”, which has quickly become the #1 Dance/Pop
station on Live 365.





A graduate of The University of
Hartford in West Hartford CT with a BA in Mass Communications, Salkowitz is also
an experienced audio engineer with more than 10 years of live television
production experience for clients including Fox Sports and News, ESPN, MSG
Network, CBS and HD Net.   He has been nominated as Major Market
Program Director of The Year by Billboard Magazine and won the award for Major
Market Station/Operations Manager of the Year from The Pop Music
Survey.  He is the recipient of the New York Metro A.I.R. Award for
Best One Time Programming Feature.





RONN
TOROSSIAN, Executive Director of Marketing





Mr.
Torossian is the Founder, President & CEO of New York City-based 5W Public
Relations, which has been name one of the 500 fastest growing companies by INC.
in 2007, and the fastest growing PR firm in the country by O'Dwyers in each of
2004, 2005 and 2006.  Mr. Torossian's client experience includes
overseeing public relations programs for Coca-Cola, Anheuser Busch, McDonald's,
Microsoft, Evian, EDS, LA Gear, VeriSign, Seagram's, Bad Boy Worldwide
Entertainment, Marriott Hotels, Russ Berrie & Company, NICE Systems, Pamela
Anderson, Snoop Dogg, the Government of Israel, Avenue Stores, and Trinity
Broadcasting Network, among others.  Earlier in his career, Mr.
Torossian was a Vice President/Group Director for one of The InterPublic Group's
(IPG) largest PR agencies, where he managed programs for such clients as
Clinique, Fox News Channel, DHL, and Hard Rock Café.  He is regularly
featured in and quoted by such media outlets as CNN, Fox News Channel, MSNBC,
ABC, NBC, and The New York Times.  He was named to Advertising Age's
2006 "40 Under 40" list, is a regular lecturer at Universities and conferences,
is a member of Young Presidents Organization (YPO) and is a board member of
numerous not-for-profit organizations.  Mr. Torossian is responsible
for implementing and directing the national marketing campaigns for
MMG.




TROI
TORAIN,Co-Executive Vice President of Radio Division





Star
(Troi Torain) and Buc Wild (Timothy Joseph) began their respective entertainment
careers as publishers of their own magazine, "Around the Way Connections," from
1993 to 1997. They then went on to write a monthly column, "Reality Check," in
The Source magazine from 1995 to 1998. The duo then started producing and
directing their Public Access show in 1998 and soon after became the hosts of
MTV's Beat Suite show in 1999. In March of 2000 they became hosts at Hot 97
(97.1FM) in NYC with their show The Star & Buc Wild Morning Show. The show
proved to be very popular, at one point beating rival shock-jock Howard Stern
for the #1 spot on morning radio. In 2003 Mr. Torain and Mr. Joseph signed a
lucrative deal with Clear Channel and appeared on Power 105 (105.1FM). Most
recently the duo worked in a station in Hartford, Connecticut on Power 104.1 and
then in Philadelphia, PA on Power 99. Mr. Torain and Mr. Joseph are responsible
for overseeing the programming for and business development of MMG's radio
station.





Significant
Employees




None.





Family
Relationships




No family
relationships exist among our directors or executive officers.





Involvement in Certain Legal
Proceedings




To our
knowledge, during the past five years, none of our directors, executive
officers, promoters, control persons, or nominees has been:




•
            the
      subject of any bankruptcy petition filed by or against any business of
      which such person was a general partner or executive officer either at the
      time of the bankruptcy or within two years prior to that
    time;





•
            convicted
      in a criminal proceeding or is subject to a pending criminal proceeding
      (excluding traffic violations and other minor
  offenses);





•
            subject
      to any order, judgment, or decree, not subsequently reversed, suspended or
      vacated, of any court of competent jurisdiction, permanently or
      temporarily enjoining, barring, suspending or otherwise limiting his
      involvement in any type of business, securities or banking activities;
      or





•
            found
      by a court of competent jurisdiction (in a civil action), the Commission
      or the Commodity Futures Trading Commission to have violated a federal or
      state securities or commodities
law.






10




Code of
Ethics




We have
adopted a Code of Ethics applicable to our Chief Executive Officer and Chief
Financial Officer. This Code of Ethics is filed herewith as an
exhibit.





Compliance with Section
16(a) of the Exchange Act




Section
16(a) of the Securities Exchange Act of 1934 requires the Company's officers and
directors, and persons who own more than ten (10%) percent of a registered class
of the Company's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission (SEC). Officers,
directors, and greater than 10 percent stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file.




To the
Company's knowledge, based solely on a review of the copies of such reports
furnished to the Company, all reports under Section 16(a) required to be filed
by its officers and directors and greater than ten percent beneficial owners
were timely filed as of the date of this filing.




Item
10. Executive
Compensation.




Compensation of Executive
Officers




The
following summary compensation table sets forth all compensation awarded to,
earned by, or paid to the named executive officers paid by us during the fiscal
years ended January 31, 2008 in all capacities for the accounts of our
executives, including the Chief Executive Officer (CEO) and Chief Financial
Officer (CFO):





SUMMARY
COMPENSATION TABLE





Name
      and Principal Position
            Year
            
            Salary
              ($)
            
            
            Bonus
              ($)
            
            
            Stock
      Awards
              ($)
            
            
            Option
      Awards
              ($)
            
            
            Non-Equity Incentive Plan
      Compensation ($)
            
            
            Non-Qualified
      Deferred Compensation Earnings
              ($)
            
            
            All
      Other Compensation
              ($)
            
            
            Totals
              ($)Aleksandr
      Shvarts, Chief Executive Officer, Director
            2008
            
            $
            180,000
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            $
            180,000Gennady
      Pomeranets
              Chief
      Financial Officer
            2008
            
            $
            60,000
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            $
            60,000Dr.
      Elan Kaufman,
              Director
            2008
            
            $
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            $
            0Dr.
      Lev Paukman,
              Director
            2008
            
            $
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            $
            0Ronn
      Torossian,
              Executive
      Director of Marketing
            2008
            
            $
            0
            
            
            
            0
            
            
            
            45,308
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            $
            45,308Kurt
      Dalmata,
              Director
            2008
            
            $
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            $
            0Eric
      Schwartz (1)
            2008
            
            $
            180,000
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            $
            180,000David
      Kokakis (2)
            2008
            
            $
            150,000
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            $
            150,000





(1) Eric
Schwartz was Director and Vice President until January 27, 2008.


(2) David
Kokakis was Director and Chief Operating Officer until January 31,
2008.







11




Item
11. Security Ownership of
Certain Beneficial Owners and Management and Related Stockholder
Matters.




The
following table sets forth certain information regarding the ownership of our
capital stock, as of May 12, 2008, for: (i) each director; (ii) each person who
is known to us to be the beneficial owner of more than 5%of our outstanding
common stock; (iii) each of our executive officers named in the Summary
Compensation Table; and (iv) all of our current executive officers and directors
of as a group. Except as otherwise indicated in the footnotes, all information
with respect to share ownership and voting and investment power has been
furnished to us by the persons listed. Except as otherwise indicated in the
footnotes, each person listed has sole voting power with respect to the shares
shown as beneficially owned.




Title
      of Class
            Name
      and Address
                of
      Beneficial Owner
            Amount
      and Nature
                of
      Beneficial Owner
            Percent
                of
      Class (1)Common
      Stock
            CEDE
      & CO
            33,431,442
            39.917%Common
      Stock
            Aleksandr
      Shvarts
            9,091,168
      (2)
            10.855%Common
      Stock
            Dr.
      Elan Kaufman
            10,929,301(3)
            12.094%Common
      Stock
            Dr.
      Lev Paukman (4)
            7,861,222
      (5)
            9.386%Common
      Stock
            Eric
      Schwartz (6)
            5,571,168
            6.652%Common
      Stock
            David
      Kokakis (7)
            3,866,666
            4.617%Common
      Stock
            Gennady
      Pomeranets
            1,270,885
      (8)
            1.517%Common
      Stock
            All
      executive officers and directors as a group
            39,225,077
      (9)
            46.83%




(1) The
percent of class is based on 83,752,254 shares of common stock issued and
outstanding as of May 12, 2008.


(2) In
addition to the 9,091,168 shares set forth above, Aleksandr Shvarts was
issued 800,000 options on February 6, 2008.  He owns the option to
purchase an additional 800,000 shares of our common stock at $.31 until February
5, 2009.


(3) In
addition to the 10,929,301 shares set forth above, Dr. Elan Kaufman was
issued 800,000 options on February 6, 2008.  He had exercised 25,000
options and still owns the option to purchase an additional 775,000 shares of
out common stock at $.31 until February 5, 2009.


(4) Anna
Paukman, wife of Dr. Paukman, owns 634,667 common stocks, which is 0.758% of all
the outstanding shares as of May 12, 2008.


(5) In
addition to the 7,861,222 shares set forth above, Dr. Lev Paukman was
issued 800,000 options on February 6, 2008.  He had exercised 25,000
options and still owns the option to purchase an additional 775,000 shares of
out common stock at $.31 until February 5, 2009.


(6) Eric
Schwartz was Director and Vice President until January 27, 2008.


(7) David
Kokakis was Director and Chief Operating Officer until January 31,
2008.


(8) In
addition to the 1,270,885 shares set forth above, Gennady Pomeranets was issued
800,000 options on February 6, 2008.  He had exercised 132,680 options
and still owns the option to purchase an additional 667,320 shares of out common
stock at $.31 until February 5, 2009.


(9)
Common stock of all executive officers and directors as a group includes the
shares of Anna Paukman as described in Note (4).




Item
12. Certain Relationships
and Related Transactions.




Item
13. Exhibits.




Exhibit No.
            
            Title
      of Document
            
            Location3.1.1
            
            Articles
      of Incorporation
            
            Incorporated
      by reference to Amendments to Articles of Incorporation or Bylaws on June
      26, 20073.2
            
            Bylaws
            
            Incorporated
      by reference to Amendments to Articles of Incorporation or Bylaws on June
      26, 200731.1
            
            Certification
      of Chief Executive Officer Pursuant to Rule 13a-14(a) of the
      Securities Exchange Act of 1934
            
            Filed
      herewith32.1
            
            Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
            
            Filed
      herewith31.1
            
            Certification
      of Chief Financial Officer Pursuant to Rule 13a-14(a) of the
      Securities Exchange Act of 1934
            
            Filed
      herewith32.1
            
            Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
            
            Filed
      herewith







12




Item
14. Principle Accountant
Fees and Schedules
  Audit-Related
Fees
 
 (1)
The aggregate fees billed by Kempisty & Co, CPA for audit of the Company’s
annual financial statements were $40,000 and $50,000 for the fiscal year ended
January 31, 2007 and January 31, 2008 respectively.  The aggregate
fees billed by Kempisty & Co, CPA for the reviews of the Company’s financial
statements included in its quarterly reports on Form 10-QSB were
$26,300.
 
 (2)
Kempisty & Co, CPA did not bill the Company any amounts for assurance and
related services that were related to its audit or review of the Company’s
financial statements during the fiscal years ending January 31, 2007 and
2008.






13






SIGNATURES




In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.




MEGA
      MEDIA GROUP, INC.By:
            /s/Aleksandr
      ShvartsALEKSANDR
      SHVARTSChief
      Executive Officer,
              DirectorDate:
            May
      1 9 , 2008













14