SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________

FORM 8-K

___________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): ~~September~~November 1625, 2009

MEGA MEDIA GROUP, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

Nevada	000-28881	88-0403762
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)	(COMMISSION FILE NO.)	(IRS EMPLOYEE IDENTIFICATION NO.)

1122 Coney Island Avenue

Brooklyn, NY 11235

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(718) 947-1100

(ISSUER TELEPHONE NUMBER)

(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~o Pre~~oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~Cautionary Note ~~4.02~~on ~~Non~~Forward-~~Reliance~~Looking ~~on Previously Issued Financial~~ Statements ~~or a Related Audit Report.~~

OnThis Current ~~September~~Report ~~16,~~on ~~2009~~Form ~~Kempisty~~8-K &may ~~Company~~contain ~~Certified~~forward-looking ~~Public~~statements ~~Accountants,~~within ~~P.C.~~the meaning ~~(“Kempisty~~of &Section ~~Company”),~~27A ~~independent~~of ~~registered~~the ~~public~~Securities ~~accounting~~Act ~~firm~~ of ~~Mega~~1933, ~~Media~~as amended, aand ~~Nevada~~Section 21E ~~corporation~~of (the ~~“Company”)~~Securities Exchange Act of 1934, ~~informed~~as amended. Statements by the Debtors’ ~~Company~~of expectations, anticipations, beliefs, plans, intentions, targets, estimates, or projections and similar expressions relating to the ~~management,~~future are forward-looking statements within the ~~Audit~~meaning ~~Committee~~of these laws. Forward-looking statements in some cases can be identified by their being preceded by, followed by or containing words such as "estimate," "plan," "project," "forecast," "intend," "expect," "anticipate," "believe," "seek," "target" and other similar expressions. Forward-looking statements are based on assumptions and assessments made by the ~~Board~~Debtors’ management in light of ~~Directors~~their experience and their perception of ~~the~~historical ~~Company~~trends, ~~concluded~~current conditions, expected future ~~that~~developments ~~the~~and ~~Company’s~~other ~~previously~~factors ~~issued~~they ~~financials~~believe to be appropriate. Any forward-looking statements asare not guarantees of the Debtors’ future performance and ~~for~~are ~~six~~subject to risks and ~~three~~uncertainties ~~months~~that ~~ended~~could ~~July~~cause ~~31,~~actual ~~2008~~results, developments asand ~~included~~business indecisions ~~the~~to ~~Current~~differ ~~Report~~materially onfrom ~~Form~~those 10contemplated by any forward-Qlooking ~~filed~~statements. ~~with~~Except ~~the~~as ~~Security~~required ~~Exchange~~by ~~Commission~~law, (the ~~“Commission”)~~Debtors undertake onno ~~September~~obligation ~~19,~~to ~~2008~~update ~~(the~~any ~~“September~~forward-looking 19statements, ~~2008~~whether ~~Form~~as ~~10-Q”),~~a result ~~should~~of ~~not~~new beinformation, ~~relied~~future ~~upon~~events or otherwise.

~~The~~Investors are ~~following~~cautioned that all forward-looking statements involve risks and uncertainties including without limitation the Debtors’ ability to continue as a going concern; the Debtors’ ability to obtain additional debtor-in-possession (“DIP”) financing or authorization to use cash collateral on an interim or final basis to fund the Debtors’ working capital or other needs; the Debtors ability to obtain Court approval with respect to motions in the chapter 11 cases prosecuted by the Debtors’ from time to time; the Debtors’ ability to develop, prosecute, confirm and consummate a plan of reorganization with respect to the Debtors’ bankruptcy cases; risks associated with third parties seeking and obtaining court approval to terminate or shorten the exclusivity period that the Debtors have to propose and confirm a plan of reorganization, for the appointment of a chapter 11 trustee or examiner or to convert the Debtors’ bankruptcy cases to cases under chapter 7 of the U.S. Bankruptcy Code; the Debtors’ ability to obtain and maintain normal terms with vendors, service providers, and leaseholders and to obtain orders authorizing payments to such parties; the Debtors’ ability to maintain contracts that are ~~explanations~~critical to its operations; the potential adverse impact of the ~~restatement~~Debtors’ ~~adjustments~~bankruptcy cases on the Debtors’ liquidity or results of operations; the Debtors’ ability to fund and execute ~~presentation~~its business plan; the Debtors’ ability to attract, motivate and retain key executives and employees; the Debtors’ ability to enter into hedging contracts; general market conditions; adverse capital and credit market conditions; the costs and accidental risks inherent in exploring and developing new oil and natural gas reserves; the price for which such reserves and production can be sold; fluctuation in prices of oil and natural gas; the uncertainties ~~affected~~inherent ~~accounts~~in estimating quantities of proved reserves and cash flows; competition; actions by third party co-owners in properties in which the Debtors ~~consolidated~~also ~~balance~~own ~~sheet~~an interest; acquisitions of properties and ~~statement~~businesses; operating hazards; environmental concerns affecting the drilling of ~~operations~~oil and natural gas wells; impairment of oil and natural gas properties due to depletion, low oil and gas prices, or other causes; and hedging decisions, including whether or not to hedge. Similarly, these and other factors, including the terms of any reorganization plan ultimately confirmed, can affect the value of the Debtors’ various pre-petition liabilities and the Debtors’ common stock. No assurance can be given as ~~previously~~to ~~reported~~what values, if any, will be ascribed in the chapter 11 cases to each of these constituencies. No assurance can be given that there will be any remaining value for shareholders if and ~~restated~~when the Debtors emerge from bankruptcy. Accordingly, the Debtors urge that the appropriate caution be exercised with respect to existing and future investments in any of these liabilities and/or securities.

The Company restated its previously reported revenue, operating expenses and selling, general and administrative expenses due to the additional information regarding VSE Magazine, Inc, (Company’s wholly-owned subsidiary) and a contract with the ESJA Enterprises, IncItem 1.03 Bankruptcy ~~The Company also restated its previously reported interest expense~~or ~~as a result of the incorrect calculations of beneficial conversion feature interest expense on notes issued for the six and three months ended July 31, 2008~~Receivership.

As previously disclosed, on August 10, 2009, Mega Media Group, Inc. (“we”, “MMG” or the “Company”) and Echo Broadcasting Group (“Echo”), its wholly-owned subsidiary (collectively, the “Debtors”), filed voluntary petitions (the “Chapter 11 Cases”) for relief under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Eastern District of New York (the “Bankruptcy Court”). The ~~consolidated~~Chapter ~~financial~~11 ~~statements~~Cases ~~have~~No. are 09-46811 (MMG) and 009-46813 (Echo). The Debtors has been ~~restated~~operating as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court since August 10, 2009, in an attempt to ~~include~~reorganize ~~items~~the Company’s ~~identified~~business and to restructure its debt and other liabilities. Despite all of its efforts to improve its operations, the Company was unable to do so and does not expect to be able to do so in the ~~above~~future. ~~The~~As ~~following~~a result of this and the continued deterioration of the Company’s financial ~~statement~~condition, ~~line~~the ~~items~~Company has ~~were~~determined ~~impacted~~that the only prudent course of action is an orderly liquidation under Chapter 7 of the Bankruptcy Code.

~~Consolidated~~On October ~~Balance~~30, ~~Sheet~~2009, the Company filed a motion to convert the Debtors’ cases to Chapter 7 of the Bankruptcy Code with the Bankruptcy Court. On November 24, the Bankruptcy Court conducted a hearing and approved the motion on November 25, 2009. The order is attached herein as Exhibit 99.1 by reference in its entirety.

	As previously			Restated
	reported six months			six months
	ended July 31, 2008			ended July 31, 2008
Current Assets
Cash	$	7,705		$	12,273
Prepaid expenses		30,231			39,920
Stockholders’ Deficit
Common stock	$	86,912		$	87,012
Additional paid-in capital		8,664,276			8,584,781
Accumulated deficit		(12,560,950	)		(12,467,301	)

Consolidated Statement of Operations

	As previously			Restated			As previously			Restated
	reported six months			six months			reported three months			three months
	ended July 31, 2008			ended July 31, 2008			ended July 31, 2008			ended July 31, 2008
Advertising revenue	$	606,547		$	566,921		$	329,671		$	369,297
Total Revenues		613,079			652,705			367,865			407,491
Operating expenses		1,481, 246			1,541,013			710,614			770,380
Selling general and
administrative expenses		1,322, 577			1,322, 689			713, 207			723, 320
Net loss from operations		(2,471, 782	)		(2,326,510	)		(1,200, 897	)		(1,137, 299	)
Beneficial conversion expenses		743,531			619,628			93,211			93,986
Net loss		(3,255, 481	)		(3, 161, 832	)		(1, 334, 276	)		(1, 365, 304	)

The Company will be amending its Quarter Report on Form 10-Q for period ended July 31, 2008 with the Securities and Exchange Commission to include restated financial statements correcting this error. The financial statements for the period ended July 31, 2008 should no longer be relied upon.

Item 9.01 Financial Statement and Exhibits.

16.1 Letter from independent auditor, Kempisty & Company, dated September 23, 2009

Exhibit No.		Description
99.1		Order converting debtors’ Chapter 11 cases to cases under Chapter 7

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report ~~on Form 8-K~~ to be signed on its behalf by the undersigned hereunto duly authorized.

	MEGA MEDIA GROUP, INC.
Date: September 29, 2009	By:	/s/ Alex Shvarts
Dated: November 25, 2009	By:	/s/ Alex Shvarts
		Alex Shvarts Chief Executive Officer and Director
		Alex Shvarts
		Chief Executive Officer and Director

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