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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 1O-QSB/A

(Amendment No. 1)



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(Mark One)

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



For the quarterly period ended March 31, 2003



| ̈ |  | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
|- |  | ---------------------------------------------------------------



For the transition period from to



Commission file number: 000-17510



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MEGA GROUP, INC.

(Exact name of small business issuer as specified in its charter)



|NEW YORK                                                       |  | 14-1653446                       
|-------------------------------------------------------------- |  | ---------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)



1730 Rhode Island
Ave., N.W. Suite 415, Washington, DC 20036

(Address of principal executive offices)



(202) 296-9594

(Issuers telephone number)



N/A

(Former name, former address and former fiscal year, if changed since last report)



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 such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requires for the past 90
days.    Yes ̈No  x



State the number of shares outstanding of each of the issuers classes
of common equity, as of the latest practicable date: 9,359,303 shares of common stock (including 75,302 shares held of record by our wholly-owned subsidiary), as of August 1, 2003.



Transitional Small Business Disclosure Format (Check one):    Yes ̈No  x



This Form 10-QSB/A (Amendment No. 1) is being filed to amend and restate the information disclosed in Item 1 of Part I of
the Form 10-QSB filed on May 14, 2003, for the three months ended March 31, 2003 to record the 1999 and 2000 stock transactions with Small Business Investment Corporation of America, Inc. using the purchase method of accounting. The Company
previously accounted for these transactions as a pooling of interests in its financial statements for the year ended December 31, 2000.



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PART I.    FINANCIAL INFORMATION



ITEM 1.    FINANCIAL STATEMENTS.



Mega Group, Inc. and Subsidiary



Consolidated Balance Sheet

(Unaudited)



|                                                |  | March 31, 2003 (as restated) |        
|----------------------------------------------- |  | ---------------------------- | -------
|Assets                                          |  |                              |        
|Current assets                                  |  |                              |        
|Cash                                            |  | $                            | 2,594  
|Marketable securities                           |  |                              | 2,792  
|Accounts receivable                             |  |                              | 30,000 
|Loans receivable                                |  |                              | 20,738 
|Loan financing costs, net                       |  |                              | 7,900  
|                                                |  |                              |        
|Total current assets                            |  |                              | 64,024 
|                                                |  |                              |        
|Property and equipment                          |  |                              |        
|Office furniture and equipment                  |  |                              | 25,663 
|Less: Accumulated depreciation and amortization |  |                              | (17,299
|                                                |  |                              |        
|Net property and equipment                      |  |                              | 8,364  
|                                                |  |                              |        
|Total assets                                    |  | $                            | 72,388 
|                                                |  |                              |        



The accompanying Notes
to Financial Statements are an integral part of these financial statements



F-1

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---

Mega Group, Inc. and Subsidiary



Consolidated Balance Sheet

(Unaudited)



|                                                                                                                        |  | March 31, 2003(as restated) |           
|----------------------------------------------------------------------------------------------------------------------- |  | --------------------------- | ----------
|Liabilities and Deficiency in Stockholders Equity                                                                      |  |                             |           
|Current liabilities                                                                                                     |  |                             |           
|Current portion of long-term debt                                                                                       |  |                             | 1,099,149 
|Accounts payable and accrued expenses                                                                                   |  |                             | 730,915   
|Accrued wages                                                                                                           |  |                             | 512,171   
|Accrued interest                                                                                                        |  |                             | 254,186   
|Due to stockholders                                                                                                     |  |                             | 128,252   
|                                                                                                                        |  |                             |           
|Total current liabilities                                                                                               |  |                             | 2,724,673 
|                                                                                                                        | 
|Commitments and contingencies                                                                                           |  |                             |           
|                                                                                                                        | 
|Deficiency in stockholders equity                                                                                      |  |                             |           
|Preferred stock, cumulative 8%, $1 par value per share, 400,000 shares authorized, 10,000 shares issued and
outstanding |  |                             | 10,000    
|Common stock, $0.016 par value per share, 25,000,000 shares authorized, 9,359,303 shares issued and outstanding         |  |                             | 149,749   
|Additional paid-in capital                                                                                              |  |                             | 245,849   
|Accumulated deficit                                                                                                     |  |                             | (3,058,186
|Accumulated other comprehensive income                                                                                  |  |                             | 303       
|                                                                                                                        |  |                             |           
|Total deficiency in stockholders equity                                                                                |  |                             | (2,652,285
|                                                                                                                        |  |                             |           
|Total liabilities and deficiency in stockholders equity                                                                |  | $                           | 72,388    
|                                                                                                                        |  |                             |           



The accompanying Notes
to Financial Statements are an integral part of these financial statements



F-2

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---

Mega Group, Inc. and Subsidiary



Consolidated Statements of Operations

(Unaudited)



|Three Months Ended March 31,                                                               |  | 2002 |           |   | 2003 |  
|------------------------------------------------------------------------------------------ |  | ---- | --------- | - | ---- | -
|Revenue                                                                                    |  | $    |          |   |      | $
|                                                                                           |  |     
|Operating expenses                                                                         |  |      |           |   |      |  
|Compensation and benefits                                                                  |  |      | 37,500    |   |      |  
|Other selling, general and administrative expenses                                         |  |      | 17,139    |   |      |  
|Depreciation and amortization                                                              |  |      | 692       |   |      |  
|                                                                                           |  |      |           |   |      |  
|                                                                                           |  |     
|Total operating expenses                                                                   |  |      | 55,331    |   |      |  
|                                                                                           |  |      |           |   |      |  
|                                                                                           |  |     
|Loss from operations                                                                       |  |      | (55,331   | ) |      |  
|                                                                                           |  |      |           |   |      |  
|Other income (expense)                                                                     |  |      |           |   |      |  
|Interest income                                                                            |  |      | 219       |   |      |  
|Interest expense                                                                           |  |      | (29,662   | ) |      |  
|                                                                                           |  |      |           |   |      |  
|Total                                                                                      |  |      | (29,443   | ) |      |  
|                                                                                           |  |      |           |   |      |  
|                                                                                           |  |     
|Net loss                                                                                   |  | $    | (84,774   | ) |      | $
|                                                                                           |  |      |           |   |      |  
|Basic and diluted net loss per common share:                                               |  |      |           |   |      |  
|Basic and diluted net loss per common share                                                |  | $    | (0.01     | ) |      | $
|                                                                                           |  |      |           |   |      |  
|Basic and diluted weighted average common shares used to compute net loss per common share |  |      | 8,056,912 |   |      |  
|                                                                                           |  |      |           |   |      |  



The accompanying Notes
to Financial Statements are an integral part of these financial statements.



F-3

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Mega Group, Inc. and Subsidiary



Consolidated Statements of Comprehensive Loss

(Unaudited)



|Three Months Ended March 31,                                     |  | 2002 |         |   | 2003 |  
|---------------------------------------------------------------- |  | ---- | ------- | - | ---- | -
|Net loss                                                         |  | $    | (84,774 | ) |      | $
|                                                                 |  |      |         |   |      |  
|                                                                 |  |     
|Decrease in unrealized loss on marketable securities, net of tax |  |      | 50      |   |      |  
|                                                                 |  |     
|                                                                 |  |      |         |   |      |  
|Other comprehensive income                                       |  |      | 50      |   |      |  
|                                                                 |  |     
|                                                                 |  |      |         |   |      |  
|Comprehensive loss                                               |  | $    | (84,724 | ) |      | $
|                                                                 |  |      |         |   |      |  



The accompanying Notes
to Financial Statements are an integral part of these financial statements.



F-4

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Mega Group, Inc. and Subsidiary



Consolidated Statements of Cash Flows (Unaudited)



|                                                                           |  | Three MonthsEnded March 31,2002 |         |   | Three MonthsEnded March 31,2003 |  
|-------------------------------------------------------------------------- |  | ------------------------------- | ------- | - | ------------------------------- | -
|Cash flows from operating activities                                       |  |                                 |         |   |                                 |  
|Net loss                                                                   |  | $                               | (84,774 | ) |                                 | $
|Adjustments to reconcile net loss to net cash used by operating activities |  |                                 |         |   |                                 |  
|Depreciation and amortization                                              |  |                                 | 692     |   |                                 |  
|Interest paid by shareholder on Companys behalf                           |  |                                 |        |   |                                 |  
|Increase (decrease) in                                                     |  |                                 |         |   |                                 |  
|Bank overdraft                                                             |  |                                 | 897     |   |                                 |  
|Accounts payable and accrued expenses                                      |  |                                 | 6,586   |   |                                 |  
|Accrued wages                                                              |  |                                 | 37,500  |   |                                 |  
|Accrued interest                                                           |  |                                 | 23,005  |   |                                 |  
|                                                                           |  |                                 |         |   |                                 |  
|Net cash used by operating activities                                      |  |                                 | (16,094 | ) |                                 |  
|                                                                           |  |                                 |         |   |                                 |  
|Cash flows from investing activities                                       |  |                                 |         |   |                                 |  
|Purchase of marketable securities                                          |  |                                 | (323    | ) |                                 |  
|Purchase of property and equipment                                         |  |                                 |        |   |                                 |  
|Loans made to affiliates, net                                              |  |                                 | (930    | ) |                                 |  
|                                                                           |  |                                 |         |   |                                 |  
|Net cash used by investing activities                                      |  |                                 | (1,253  | ) |                                 |  
|                                                                           |  |                                 |         |   |                                 |  
|Cash flows from financing activities                                       |  |                                 |         |   |                                 |  
|Principal payments on debt                                                 |  |                                 | (17,272 | ) |                                 |  
|Debt proceeds                                                              |  |                                 | 6,404   |   |                                 |  
|Advances from stockholder                                                  |  |                                 | 11,115  |   |                                 |  
|                                                                           |  |                                 |         |   |                                 |  
|Net cash provided by financing activities                                  |  |                                 | 247     |   |                                 |  
|                                                                           |  |                                 |         |   |                                 |  
|Net decrease in cash                                                       |  |                                 | (17,100 | ) |                                 |  
|Cashbeginning of period                                                   |  |                                 | 17,100  |   |                                 |  
|                                                                           |  |                                 |         |   |                                 |  
|Cashend of period                                                         |  | $                               |        |   |                                 | $
|                                                                           |  |                                 |         |   |                                 |  
|Supplemental cash flow information                                         |  |                                 |         |   |                                 |  
|Actual cash payments for:                                                  |  |                                 |         |   |                                 |  
|Interest                                                                   |  | $                               | 6,657   |   |                                 | $
|                                                                           |  |                                 |         |   |                                 |  
|Noncash investing and financing activities                                 |  |                                 |         |   |                                 |  
|Payment made by shareholder on notes payable on behalf of the Company      |  | $                               |        |   |                                 | $
|                                                                           |  |                                 |         |   |                                 |  
|Loan financing costs accrued not yet paid                                  |  | $                               |        |   |                                 | $
|                                                                           |  |                                 |         |   |                                 |  



The accompanying Notes
to Consolidated Financial Statements are an integral part of these financial statements.



F-5

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Mega Group, Inc. and Subsidiary



Notes to Consolidated Financial Statements



|1.      Nature of Business             |  | The consolidated financial statements include the accounts Business of the Mega Group, Inc., a New York corporation and its wholly owned subsidiary, Small Business Investment
Corporation of America, Inc. (SBICOA), an Oregon corporation (collectively, the Company). All significant inter-company transactions and accounts have been eliminated in the consolidated financial statements. The Companys current business plan
is to provide diversified financial services to ethnic communities and faith-based entities in the United States and to operate as a specialized financial institution providing loans and investments for businesses in low and moderate income
communities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                       | 
|2.      Interim Financial Presentation |  | The consolidated financial statements have been prepared by the Company without audit and are subject to year-end adjustment. Certain
information and footnote disclosures normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities
and Exchange Commission. These consolidated interim statements should be read in conjunction with the most recent audited consolidated financial statements filed by the Company on Form 10-KSB with the Securities and Exchange Commission. The
consolidated financial statements reflect all adjustments (which include only normal recurring adjustments) which, in the opinion of management are necessary to present fairly the Companys financial position, results of operations and cash
flows.  Results of operations for the three months ended March 31, 2003 are not
necessarily indicative of results to be achieved for the full fiscal year.                                                                                                                                                                                                                                                                                                                                                                                                               
|                                       | 
|3.      Notes Payable                  |  | In April 2003, the Company obtained an additional loan from Matah for $60,000 and the due date on all of the existing loans was
extended until July 15, 2003.  These loans are subject to the same terms and
conditions as the original Loan and Security Agreement dated July 15, 2002, as amended, as disclosed in the Companys 2002 annual financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                       | 
|4.      Financial Condition            |  | The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As of March 31, 2003, the Company has a deficiency in
stockholders equity of approximately $2,652,000 and a working capital deficiency of approximately $2,661,000. In addition, the Company is in default on certain notes payable and other obligations and is involved in significant litigation
involving past business dealings. The intent of the Companys management is to direct it into new business lines providing financial services to currently underserved ethnic minorities through alliances with churches and other organizations
serving those groups. The Company intends in the near term to obtain additional equity funding to pursue these new lines of business. On May 2, 2002, the Company entered into a non-binding letter of intent with an underwriter to engage in a
firm-commitment registered public offering of 1,500,000 units, each unit consisting of one share of its common stock and a warrant to purchase one additional share of its common stock, representing 35% of its equity fully diluted, at an offering
price currently estimated at $6.00 per unit. The letter of intent is subject to various conditions and to the execution of formal written underwriting documents. In June 2003, the letter of intent was rescinded. The Company is now conducting a best
efforts no minimum public offering.



F-6

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|4.      Financial Condition (continued) |  | On October 11, 2000, as a condition of the reverse acquisition of Mega by SBICOA, Megas president, Steven Gregory, agreed to indemnify the Company, SBICOA, and its
respective directors, shareholders, affiliates, and certain other associated persons (collectively, the Indemnitee Group) and to hold the Indemnitee Group harmless from and against all claims or liabilities relating to its business, including all
litigation claims then being asserted against the Company (other than the Adler claim described in Note 8). Mr. Gregorys agreement is subject to certain conditions, among them that (i) it is effective until not later than October 11, 2004,
(ii) it is contingent on the successful completion of a securities offering by the Company, and (iii) his obligation shall be satisfied only by his delivery to the Company of such number of its common shares owned by him, valued for this purpose at
$2.50 per share, as shall be equal to the amount of any claim settled or finally determined. Mr. Gregory has granted the Indemnitee Group a security interest in his shares to secure his obligation.                                                                                                                                                                                                                                                          
|--------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                        | 
|                                        |  | The Companys ability to continue as a going concern is dependent on its ability to generate sufficient cash flow to meet its obligations on a timely basis until the offering
can be completed. The Company has taken steps to reduce its cash expenditures including: deferring the payment of its officers salaries, negotiating favorable terms in order to defer payments to certain vendors, and minimizing its general and
administrative expenses. This plan assumes no subsequent unfavorable changes in the terms of the Companys notes payable in which the Company is currently in default. To the extent that any of the note holders pursue their rights under the
notes, the Companys cash flow position could be materially affected. As of August 7, 2003, the Company has $40,000 remaining under its working capital loan facility with Matah. In addition, the maturity date of the $500,000 facility was
extended until March 31, 2004. Finally, on August 6, 2003, the Company executed an unconditional commitment letter with Matah to extend an additional credit facility of $300,000. This facility is due and payable on March 31, 2004. Management
believes that these actions will enable the Company to generate sufficient cash flow to meet its obligations on a timely basis until the offering can be completed, but no assurances can be given in this regard.
|                                        | 
|5.      Related Party Transactions      |  | Due to stockholder: The Company owes its president $128,252 at March 31, 2003. The obligation is the result of payments made by the president on the Companys behalf. Such
payments covered certain debt requirements as well as operating expenses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                



F-7

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|6.      Stock Options |  | In accounting for stock options to employees, the Company follows the intrinsic value method prescribed by Accounting Principles Board Opinion No. 25, Accounting for Stock
Issued to Employees, as opposed to the fair value method prescribed by Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation. The following table illustrates the effect on net income and earnings per
share if the Company had applied the fair value recognition provisions of FASB Statement No. 123:
|--------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Three Months EndedMarch 31,2002


2003Net loss, as reported

$
(84,774
)

$
(238,935
)Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related
tax effects






Pro-forma net loss

$
(84,774
)

$
(238,935
)Earnings per share:Basic and dilutiveas reported

$
(0.01
)

$
(0.03
)Basic and dilutivepro forma

$
(0.01
)

$
(0.03
)




|                           |  | This disclosure is in accordance with Statement of Financial Accounting Standards No. 148, Accounting for Stock-Based CompensationTransition and
Disclosure.
|-------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|                           | 
|7.      Net loss per share |  | The following table sets forth the computation of basic and diluted net loss per share for the three month periods ended March 31, 2003 and 2002:            



March 31,2003


March 31,2002Net loss

$
(238,935
)

$
(84,774
)Preferred stock dividends






Net lossbasic

$
(238,935
)

$
(84,774
)Weighted average sharesbasic


9,359,303



8,056,912Common shares issuable upon exercise of stock options






Weighted average shares diluted


9,359,303



8,056,912Basic and diluted net loss per share

$
(0.03
)

$
(0.01
)




| |  | For the three month periods ended March 31, 2003 and 2002, 280,000 common shares issuable upon exercise of stock options were excluded from the dilutive calculation because the
effect was anti-dilutive.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-8

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|8.      Restatement |  | Subsequent to the filing of the Companys March 31, 2003 Form 10-QSB, the Company discovered that its January 1, 2003 Additional paid-in capital and Accumulated deficit balances
were misstated. The Company has restated the accompanying financial statements to record its 1999 and 2000 stock transactions with SBICOA using the purchase method of accounting. The Company previously accounted for these transactions as a pooling
of interests in accordance with Accounting Principles Board Opinion No. 16 (APB 16) in its 10K-SB for the year ended December 31, 2000. The summary of the underlying transactions is as follows:
|------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                    | 
|                    |  | 1)      On November 1, 1999, SBICOA purchased 776,693 shares, or approximately 53%, of Mega
Group, Inc.s outstanding common stock from Mega Group, Inc.s president in exchange for a note payable to him for $80,000. A summary of the assets and liabilities of Mega Group, Inc. at the transaction date was as
follows:                                                                                                                                                                                                                                                                                                                



|Cash                                  |  | $ | 68,000   
|------------------------------------- |  | - | ---------
|Accounts receivable                   |  |   | 121,000  
|Other assets                          |  |   | 321,000  
|                                      |  |   |          
|Total Assets                          |  |   | 510,000  
|                                      |  |   |          
|                                      | 
|Accounts payable and accrued expenses |  |   | 457,000  
|Notes payable                         |  |   | 1,128,000
|                                      |  |   |          
|Total Liabilities                     |  |   | 1,585,000
|                                      |  |   |          
|                                      | 
|Net liabilities acquired              |  | $ | 1,075,000
|                                      |  |   |          



| | 
| | 
| | 
| | 
| | 



|Cash                                  |  | $ | 9,000    
|------------------------------------- |  | - | ---------
|                                      |  |   |          
|                                      | 
|Accounts payable and accrued expenses |  |   | 627,000  
|Notes payable                         |  |   | 504,000  
|                                      |  |   |          
|Total Liabilities                     |  |   | 1,131,000
|                                      |  |   |          
|                                      | 
|Net liabilities                       |  | $ | 1,122,000
|                                      |  |   |          



| | 
| | 
| | 



F-9

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---

|8.      Restatement (continued) |  | In light of SBICOAs pre-existing 53% ownership of Mega Group, Inc., the Company recorded the October 11, 2000 share exchange as a downstream
merger of the percent affected through the purchase of the minority interest of Mega Group, Inc. by SBICOA. Since Mega Group, Inc. was a non-operating entity on that day, the Company recorded the premium over net assets purchased as a reduction to
Additional paid-in capital.
|------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                | 
|                                |  | Historical cumulative data presented are those of SBICOA (accounting acquirer) and includes its share of 53% of Mega Group, Inc. losses from November
1999 to October 2000. Following the October 2000 transaction, all (100%) of Mega Group, Inc. net losses are included in the historical cumulative data.                                                                                                                    
|                                | 
|                                |  | The following table shows changes as a result of the restatement:                                                                                                                                                                                                                                                                                                                                                                



March 31, 2003As previouslypresented


As restatedTotal assets

$
72,388


$
72,388Total liabilities


(2,724,673
)


(2,724,673
)Deficiency in stockholders equity:Preferred stock


(10,000
)


(10,000
)Common stock


(149,749
)


(149,749
)Additional paid-in capital


(3,544,718
)


(245,849
)Accumulated Deficit


6,357,055



3,058,186Accumulated other comprehensive income


(303
)


(303
)Total deficiency in stockholders equity


2,652,285



2,652,285Total liabilities and deficiency in stockholders equity

$
(72,388
)

$
(72,388
)




F-10

---



---

SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report, as amended, to be signed on its behalf
by the undersigned thereunto duly authorized.



|Date: August 13, 2003 |  |  |  | MEGA GROUP, INC.
|--------------------- |  |  |  | ----------------
|                      |  |  |  |                 
|                      |  |  |  |                 
|                      |  |  |  |                 



|                      |  |  | 
|--------------------- |  |  | 
|Date: August 13, 2003 |  |  | 
|                      |  |  |