UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Commission File Number 000-49816

MEGOLA INC.
----------------------------------------------
(Name of small business issuer in its charter)

Nevada 88-0492605
------ ----------
(State or other jurisdiction of (I.R.S. employer identification number)
incorporation or organization)

446 Lyndock St., Suite 102
Corunna, ON, Canada N0N 1G0
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)

Issuer's telephone number: (519) 481-0628

Approximate date of commencement of proposed sale to the public: From time to
time after this Registration Statement becomes effective.

If any of the Securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, check the following box: |X|

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act of 1933, please check the following box
and list the Securities Act of 1933 registration number of the earlier effective
registration statement for the same offering. |_|

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act of 1933, check the following box and list the Securities Act
of 1933 registration statement number of the earlier effective registration
statement for the same offering. |_|

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act of 1933, check the following box and list the Securities Act
of 1933 registration statement number of the earlier effective registration
statement for the same offering. |_|

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|

CALCULATION OF REGISTRATION FEE

Title of each class of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered registered offering price per aggregate offering registration
unit (1)(2) price fee

Common Stock offered by our 1,200,000 $.11 $132,000 $1.68
Selling Stockholders

- ----------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
(2) The last reported sale price on the OTCBB on November 14, 2005 was $0.11.

The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a) may
determine.

PROSPECTUS

MEGOLA, INC.

The selling shareholder is offering up to 1,200,000 shares of common stock. The
selling shareholder may offer its shares through public or private transactions,
on or off OTCBB or NASDAQ, at prevailing market prices, or at privately
negotiated prices. We will not receive proceeds from the sale of shares from the
selling shareholders.

There are no underwriting commissions involved in this offering. We have agreed
to pay all the costs of this offering. Selling shareholders will pay no offering
expenses.

Our common stock is quoted on the OTC Bulletin Board under the symbol "MGOA."
The last reported sale price on the OTCBB on November 14, 2005 was $0.11.

This offering is highly speculative and these securities involve a high degree
of risk and should be considered only by persons who can afford the loss of
their entire investment. See "Risk Factors" beginning on page 8.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.

The date of this prospectus is _________________ , 2005.

TABLE OF CONTENTS

Summary Information and Risk Factors..................................................................5
Risk Factors......................................................................................7
Our poor financial condition raises substantial doubt about our ability to continue as a
going concern. You will be unable to determine whether we will ever become profitable.............7
Because our electromagnetic technology rather than chemicals or other methods to soften
water is not as widely known or widely acceptable in the market, we face significant
barriers to acceptance of our services............................................................7
Because the majority of our revenues are generated from sales of water conditioning products
under our agreement with Megola GmbH (Germany), if our agreement with them is terminated,
our revenues would be reduced or eliminated.......................................................7
Our officers, directors and principal stockholders can exert control over matters requiring
stockholder approval..............................................................................7
Our management decisions are made by our founder and President, Mr. Joel Gardner and our
COO Mr. Don Greer; if we lose their services, our revenues may be reduced.........................8
Because we do not have an audit or compensation committee, shareholders will have to rely
on the entire board of directors, all members of which are not independent, to perform these
functions.........................................................................................8
Because our common stock is considered a penny stock, any investment in our common stock is
considered a high-risk investment and is subject to restrictions on marketability; you may
be unable to sell your shares.....................................................................8
Sales of our common stock not issued under the standby equity distribution agreement or the
placement agent agreement under Rule 144 could reduce the price of our stock......................8
Because we do not have an audit or compensation committee, shareholders will have to rely
on the entire board of directors, all of which are not independent, to perform these
functions.........................................................................................9
Use of Proceeds.......................................................................................9
Determination of Offering Price.......................................................................9
Dilution..............................................................................................9
Selling Shareholder...................................................................................9
Plan of Distribution.................................................................................11
Legal Proceedings....................................................................................12
Directors, Executive Officers, Promoters, and Control Persons........................................12
Security Ownership of Certain Beneficial Owners and Management.......................................13
Description of Securities............................................................................15
Interest of Named Experts............................................................................16
Disclosure of Commission Position on Indemnification for Securities Liabilities......................16
Description of Business..............................................................................16
Management's Discussion and Analysis of Financial Condition and Results of Operations................20
Description of Property..............................................................................23
Certain Relationships and Related Transactions.......................................................23
Market for Common Equity and Related Stockholder Matters.............................................23
Executive Compensation...............................................................................25
Financial Statements.................................................................................27
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.................37

SUMMARY INFORMATION AND RISK FACTORS

You should carefully read all information in the prospectus, including the
financial statements and their explanatory notes, under the Financial Statements
prior to making an investment decision.

Organization

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

On November 26, 2003, Megola was acquired by SuperiorClean, Inc. in a
transaction accounted for as a reverse acquisition. Megola's shareholders were
issued 13,389,591 SuperiorClean shares in exchange for 100% of the outstanding
common and preferred stock of Megola, plus $250,000 in cash and $200,000 in
notes payable. Two major shareholders of SuperiorClean and two other persons
then signed consulting contracts for 1,250,000 common shares. Prior to the
merger, SuperiorClean had no assets or operations. SuperiorClean's name was
later changed to Megola Inc.

Business

Our principal executive offices are located at 466 Lyndock Street, Suite 102,
Corunna, Ontario N0N 1G0. Our telephone number is (519) 481-0628.

Our principal product is our ScaleGuard Systems. Megola's ScaleGuard technology
cost effectively conditions hard water while also eliminating the historical
build-up of scale caused by hard water in residential, commercial and industrial
applications. ScaleGuard units use an electromagnetic technology to condition
the soften water, both preventing the ongoing build-up of scale and eliminating
historical scale build-up in water delivery systems and machinery.

We also sell air purification, microbiological control and waste water treatment
products.

The Offering

As of the date of this prospectus, we had 37,341,029 shares of common stock
outstanding.

The selling shareholder is offering up to 1,200,000 shares of common stock. The
selling shareholder may offer its shares through public or private transactions,
on or off OTCBB or NASDAQ, at prevailing market prices, or at privately
negotiated prices. We will pay all expenses of registering the securities,
estimated at approximately $50,000. We will not receive any proceeds of the sale
of these securities.

Our common stock is quoted on the OTC Bulletin Board under the symbol "MGOA."
The last reported sale price on the OTCBB on November 14, 2005 was $0.11.

Financial Summary

Because this is only a financial summary, it does not contain all the financial
information that may be important to you. Therefore, you should carefully read
all the information in this prospectus, including the financial statements and
their explanatory notes before making an investment decision.

MEGOLA, INC.
BALANCE SHEET DATA
July 31, 2005 and 2004

2005 2004
=========== ===========
TOTAL ASSETS $ 781,281 $ 140,941
=========== ===========
TOTAL LIABILITIES 532,387 349,224
----------- -----------
ACCUMULATED DEFICIT (3,478,258) (2,510,137)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 248,894 (208,283)
----------- -----------

MEGOLA, INC.
STATEMENTS OF OPERATIONS DATA
Years Ended July 31, 2005 and 2004

2005 2004
----------- -----------
REVENUE $ 713,135 $ 222,294
----------- -----------
TOTAL EXPENSES 1,681,256 2,458,591
----------- -----------
NET LOSS $ (968,121) $(2,236,297)
=========== ===========

Risk Factors

In addition to the other information provided in this prospectus, you should
carefully consider the following risk factors in evaluating our business before
purchasing any of our common stock. All material risks are discussed in this
section.

Our poor financial condition raises substantial doubt about our ability to
continue as a going concern. You will be unable to determine whether we will
ever become profitable.

At July 31, 2005 we had an accumulated deficit of $(3,478,258). We lost in
($968,121) fiscal year 2005.

As of July 31, 2005, we had cash on hand of $17,183 and a bank overdraft of
$34,374. Assuming we collect all receivables and convert our inventory into
sales, we believe that we can continue operations for approximately nine months.
Thereafter, we will need to generate further operating revenues or secure other
funding on or before March 2006 in the amount of $250,000 to remain operational
until July 31, 2006. However in order to become profitable we may still need to
secure additional debt or equity funding. We hope to be able to raise additional
funds from an offering of our stock in the future. However, this offering may
not occur, or if it occurs, may not raise the required funding.

Our ability to continue as a going concern is dependent on our ability to raise
funds to implement our planned development; however we may not be able to raise
sufficient funds to do so. Our independent auditors have indicated that there is
substantial doubt about our ability to continue as a going concern over the next
twelve months. Our poor financial condition could inhibit our ability to achieve
our business plan. Because we are currently operating at a substantial loss, an
investor cannot determine if we will ever become profitable.

Because our electromagnetic technology rather than chemicals or other methods to
soften water is not as widely known or widely acceptable in the market, we face
significant barriers to acceptance of our services.

Our business involves the use of electromagnetic technology rather than
chemicals or other methods to soften water. The use of electromagnetic
technology rather than chemicals or other methods to soften water is a
relatively new form by which to provide these type of services and thus may not
be accepted by potential water softening customers.

Because approximately 87% of our revenues are generated from sales of water
conditioning products under our agreement with Megola GmbH (Germany), if our
agreement with them is terminated, our revenues would be reduced . For fiscal
year ended July 31, 2005, 87% of our revenues were generated from sales of water
conditioning products under our agreement with Megola GmbH (Germany). If our
agreement with them is terminated, which it can be for certain reasons specified
in the agreement with them, our revenues would be reduced or eliminated.

Our officers, directors and principal stockholders can exert control over
matters requiring stockholder approval.

Our executive officers, directors, and holders of 5% or more of our outstanding
common stock beneficially own approximately 20.7% of our outstanding common
stock. These individuals will be able to significantly influence all matters

requiring approval by our stockholders, including the election of directors and
the approval of significant corporate transactions. This concentration of
ownership may also have the effect of delaying, deterring or preventing a change
in control and may make some transactions more difficult or impossible without
the support of these stockholders.

Our management decisions are made by our founder and President, Mr. Joel Gardner
and our COO Mr. Don Greer; if we lose their services, our revenues may be
reduced.

The success of our business is dependent upon the expertise of our President,
Mr. Joel Gardner and our COO Mr. Don Greer. Because President, Mr. Joel Gardner
and COO Mr. Don Greer are essential to our operations, you must rely on their
management decisions. Our President, Mr. Joel Gardner and our COO Mr. Don Greer
will continue to control our business affairs after this filing. We have not
obtained any key man life insurance relating to President, Mr. Joel Gardner and
our COO Mr. Don Greer. If we lose their services, we may not be able to hire and
retain another President or COO with comparable experience. As a result, the
loss of President, Mr. Joel Gardner and our COO Mr. Don Greer's services could
reduce our revenues. We have no key man insurance on either of these
individuals. We have no written employment agreement or covenant not to compete
with these individuals. Mr. Greer devotes approximately 40% of his time to our
business.

Because we do not have an audit or compensation committee, shareholders will
have to rely on the entire board of directors, all members of which are not
independent, to perform these functions.

We do not have an audit or compensation committee comprised of independent
directors. Indeed, we do not have any audit or compensation committee. These
functions are performed by the board of directors as a whole. One member of the
board of directors is independent directors. Thus, there is a potential conflict
in that board members who are management will participate in discussions
concerning management compensation and audit issues that may affect management
decisions.

Because our common stock is considered a penny stock, any investment in our
common stock is considered a high-risk investment and is subject to restrictions
on marketability; you may be unable to sell your shares.

We are be subject to the penny stock rules adopted by the Securities and
Exchange Commission that require brokers to provide extensive disclosure to its
customers prior to executing trades in penny stocks. These disclosure
requirements may cause a reduction in the trading activity of our common stock,
which in all likelihood would make it difficult for our shareholders to sell
their securities.

Sales of our common stock not issued under the standby equity distribution
agreement or the placement agent agreement under Rule 144 could reduce the price
of our stock.

There are 31,901,528 shares of our common stock held by non-affiliates and
approximately 5,439,501 shares of our common stock held by affiliates Rule 144
of the Securities Act of 1933 defines as restricted securities.

issued and outstanding shares in any 90-day period, and must resell the shares
in an unsolicited brokerage transaction at the market price. These restrictions
do not apply to resales under Rule 144(k). The availability for sale of
substantial amounts of common stock under Rule 144 could reduce prevailing
market prices for our securities.

Because we do not have an audit or compensation committee, shareholders will
have to rely on the entire board of directors, all of which are not independent,
to perform these functions.

We do not have an audit or compensation committee comprised of independent
directors. Indeed, we do not have any audit or compensation committee. These
functions are performed by the board of directors as a whole. All members of the
board of directors are not independent directors. Thus, there is a potential
conflict in that board members who are management will participate in
discussions concerning management compensation and audit issues that may affect
management decisions.

Special Information Regarding Forward Looking Statements

Some of the statements in this prospectus are "forward-looking statements."
These forward-looking statements involve certain known and unknown risks,
uncertainties and other factors which may cause our actual results, performance
or achievements to be materially different from any future results, performance
or achievements expressed or implied by these forward-looking statements. These
factors include, among others, the factors set forth above under "Risk Factors."
The words "believe," "expect," "anticipate," "intend," "plan," and similar
expressions identify forward-looking statements. We caution you not to place
undue reliance on these forward-looking statements. We undertake no obligation
to update and revise any forward-looking statements or to publicly announce the
result of any revisions to any of the forward-looking statements in this
document to reflect any future or developments. However, the Private Securities
Litigation Reform Act of 1995 is not available to us as a non-reporting issuer.
Further, Section 27A(b)(2)(D) of the Securities Act and Section 21E(b)(2)(D) of
the Securities Exchange Act expressly state that the safe harbor for forward
looking statements does not apply to statements made in connection with an
initial public offering.

USE OF PROCEEDS

Not applicable. We will not receive any proceeds from the sale of shares offered
by the selling shareholders.

DETERMINATION OF OFFERING PRICE

Not applicable. The selling shareholder may offer its shares through public or
private transactions, on or off OTCBB or NASDAQ, at prevailing market prices, or
at privately negotiated prices.

DILUTION

Not applicable. We are not offering any shares in this registration statement.
All shares are being registered on behalf of our selling shareholders.

SELLING SHAREHOLDER

The shareholder listed below may sell up to 1,200,000 shares of our common
stock. The selling shareholder will receive all the proceeds from the sale of
its shares. We will receive none of these proceeds.

We entered into a Consulting Agreement effective as of the 14th day of
September, 2005 with KBM Consulting, Inc.

During the six-month term of the agreement, KBM's services may include but will
not necessarily be limited to providing the following services:

o Analyze our needs with respect to public relations and/or investor
relations and/or market relations.

o Oversee and facilitate, for our benefit, any and all investor
relations and/or public relations and/or market relations
organizations which are engaged by the Company;

o Consult and assist us in developing and implementing appropriate
plans and means for presenting us and our business plans, strategy
and personnel to the financial community.

o Assist and advise us with respect to its relations with brokers,
dealers, analysts, and other investment professionals.

o Otherwise perform as our consultant for public relations and/or
investor relations and/or market relations.

o Short and long term strategic planning.

o Short term crisis management.

o Short and long term marketing.

o Meeting with/selecting qualified companies for joint business
ventures.

o Contracting and interviewing qualified accounting firms and legal
counsel.

o Recruitment selection of key executives and staff

o Internet and website design.

o Recommending and identifying of board members, with all such
services (the "Services") on the terms and subject to the condition
set forth herein.

o Assist and advise us in introduction to various market makers,
investment banking and small cap firms.

o Assist and advise us in the process of potentially moving from the
OTCBB to AMEX/NASDAQ listing.

We agreed to pay KBM 1,200,000 restricted shares of common stock, to be
registered under this registration statement.

TO OUR KNOWLEDGE, KBM IS UNDER NO OBLIGATION KNOWN TO US TO SELL ANY OF THESE
COMMON SHARES.

PLAN OF DISTRIBUTION

Our common stock is currently not quoted on any market. No market may ever
develop for our The selling shareholder may sell any of its common shares
offered under this Prospectus from time to time. Sales may be made directly or
through brokers or dealers in connection with trades by the selling shareholder
through the OTCBB, NASDAQ or otherwise. To the extent required by applicable
law, a supplement to the Prospectus relating to the common shares being offered
will set forth the terms of the offering of the common shares, including the
name or names of any underwriters, dealers or agents, the purchase price of the
common shares and the proceeds to the selling shareholder from such sale, any
delayed delivery arrangements, any underwriting discounts and other items
constituting underwriters' compensation, the initial public offering price and
any discounts or concessions allowed or re-allowed or paid to dealers.

If dealers are used in the sale of common shares with respect to which this
Prospectus is delivered or with respect to any block trades, the selling
shareholder will sell such common shares to the dealers as principals. The
dealers may then sell such common shares to the public at varying prices to be
determined by such dealers at the time of resale. The name of the dealers and
the terms of the transaction will be set forth in the prospectus supplement
relating to the extent required by law.

In connection with the sale of the common shares, agents may receive
compensation from the selling shareholder or from purchasers of common shares
for whom they may act as agents in the form of discounts, concessions or
commissions. Agents and dealers participating in the distribution of the common
shares may be deemed to be "underwriters" within the meaning of the Securities
Act of 1933, and any discounts or commissions received by them from the selling
shareholder and any profit on the resale of the common shares by them may be
deemed to be underwriting discounts or commissions under such Act.

Upon our being notified by a selling shareholder of any change in the identity
of the selling shareholder or that any material arrangement has been entered
into with a broker or dealer for the sale of any common shares through a
secondary distribution, or a purchase by a broker or dealer, a prospectus
supplement will be filed, if required, pursuant to Rule 424(b) under the
Securities Act of 1933, disclosing: (i) the names of such brokers or dealers,
the number of common shares to be sold; (ii) the price at which such common
shares are being sold; (iii) the commissions paid or the discounts or
concessions allowed to such brokers or dealers; (iv) where applicable, that such
broker or dealer did not conduct any investigation to verify the information set
out or incorporated by reference in this prospectus, as supplemented or amended;
(v) any change in the identity of the selling shareholder; and other facts
material to the transaction.

Agents and dealers may be indemnified under agreements entered into with the
selling shareholder against civil liabilities, including liabilities under the
Securities Act of 1933, or to contribution with respect to payments that such
agents, dealers, or underwriters may be required to make with respect thereto.
Agents and dealers may be customers of, engage in transactions with, or perform
services for the selling shareholder in the ordinary course of business.

OTC Bulletin Board Considerations

The OTC Bulletin Board is separate and distinct from the NASDAQ stock market.
NASDAQ has no business relationship with issuers of securities quoted on the OTC
Bulletin Board. The SEC's order handling rules, which apply to NASDAQ-listed
securities, do not apply to securities quoted on the OTC Bulletin Board.

Although the NASDAQ stock market has rigorous listing standards to ensure the
high quality of its issuers, and can delist issuers for not meeting those
standards, the OTC Bulletin Board has no listing standards. Rather, it is the
market maker who chooses to quote a security on the system, files the
application, and is obligated to comply with keeping information about the
issuer in its files. The NASD cannot deny an application by a market maker to
quote the stock of a company. The only requirement for inclusion in the bulletin
board is that the issuer be current in its reporting requirements with the SEC.

Although we anticipate listing on the OTC Bulletin board will increase liquidity
for our stock, investors may have greater difficulty in getting orders filled
because it is anticipated that if our stock trades on a public market, it
initially will trade on the OTC Bulletin Board rather than on NASDAQ. Investors'
orders may be filled at a price much different than expected when an order is
placed. Trading activity in general is not conducted as efficiently and
effectively as with NASDAQ-listed securities.

Investors must contact a broker-dealer to trade OTC Bulletin Board securities.
Investors do not have direct access to the bulletin board service. For bulletin
board securities, there only has to be one market maker.

Bulletin board transactions are conducted almost entirely manually. Because
there are no automated systems for negotiating trades on the bulletin board,
they are conducted via telephone. In times of heavy market volume, the
limitations of this process may result in a significant increase in the time it
takes to execute investor orders. Therefore, when investors place market orders
- - an order to buy or sell a specific number of shares at the current market
price - it is possible for the price of a stock to go up or down significantly
during the lapse of time between placing a market order and getting execution.

Because bulletin board stocks are usually not followed by analysts, there may be
lower trading volume than for NASDAQ-listed securities.

LEGAL PROCEEDINGS

There are no pending or threatened lawsuits against us.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS

The board of directors elects our executive officers annually. A majority vote
of the directors who are in office is required to fill vacancies. Each director
shall be elected for the term of one year, and until his successor is elected
and qualified, or until his earlier resignation or removal. Our directors and
executive officers are as follows:

Name Age Position
- --------------------------------------------------------------------------------
Joel Gardner 38 Chief Executive Officer,
Director, President

Don Greer 70 COO, Director

Todd Clark 43 Treasurer, Director
- --------------------------------------------------------------------------------

Joel Gardner joined Megola as president, CEO and Director in August 2000. From
August 1998 to July 2000, he was vice president of Aqua-Cristall Limited. From
September 1990 to August 1998, he played professional hockey. In 1990 he
received a BA, education major, minor in geology from Colgate University, NY.

Mr. Don Greer joined us as COO in September 2004. He became a director in
December 2004. He devotes approximately 40% of his time to our business. From
October 2001 to date, he has been manager of Canadian sales for Inpro/Seal, Rock
Island IL, a manufacturer of bearing seals. From January 2000 to October 2001,
he was a manufacturing representative for a Chicago IL based manufacturer of
lubricants. From May 1995 to December 1999, he was director of sales and
marketing - industrial group for Chicago Rewhide, Elgin IL. He received a BSc in
Chemistry from Queens, Dundee Scotland in 1963.

Mr. Todd Clark joined Megola as director in October 2000. He has been in
management positions with Ron Clark Motors since 1981. In May, 1981 he received
a Diploma from Fanshawe College.

Family Relationships

There are no family relationships among our officers or directors.

Legal Proceedings

No officer, director, or persons nominated for such positions, promoter or
significant employee has been involved in the last five years in any of the
following:

o 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;

o Any conviction in a criminal proceeding or being subject to a
pending criminal proceeding (excluding traffic violations and other
minor offenses);

o Being 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; and

o Being 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,
and the judgment has not been reversed, suspended, or vacated.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables set forth the ownership, as of the date of this prospectus,
of our common stock by each person known by us to be the beneficial owner of
more than 5% of our outstanding common stock, our directors, and our executive
officers and directors as a group. To the best of our knowledge, the persons
named have sole voting and investment power with respect to such shares, except
as otherwise noted. There are not any pending or anticipated arrangements that
may cause a change in control.

The information presented below regarding beneficial ownership of our voting
securities has been presented in accordance with the rules of the Securities and
Exchange Commission and is not necessarily indicative of ownership for any other
purpose. Under these rules, a person is deemed to be a "beneficial owner" of a
security if that person has or shares the power to vote or direct the voting of
the security or the power to dispose or direct the disposition of the security.
A person is deemed to own beneficially any security as to which such person has
the right to acquire sole or shared voting or investment power within 60 days
through the conversion or exercise of any convertible security, warrant, option
or other right. More than one person may be deemed to be a beneficial owner of
the same securities. The percentage of beneficial ownership by any person as of
a particular date is calculated by dividing the number of shares beneficially
owned by such person, which includes the number of shares as to which such
person has the right to acquire voting or investment power within 60 days, by
the sum of the number of shares outstanding as of such date plus the number of
shares as to which such person has the right to acquire voting or investment
power within 60 days. Consequently, the denominator used for calculating such
percentage may be different for each beneficial owner. Except as otherwise
indicated below and under applicable community property laws, we believe that
the beneficial owners of our common stock listed below have sole voting and
investment power with respect to the shares shown. The business address for all
persons is 446 Lyndock St #102, Corunna, ON, Can., N0N1G0.

- --------------------------------------------------------------------------------
Amount and Nature of Percentage
Name of Beneficial Owner Beneficial Ownership of Class(1)
- --------------------------------------------------------------------------------
Joel Gardner 3,378,297 9.0%
Airam Capital Group (2) 2,298,600 6.1 %
Todd Clark 2,046,204 5.5%
Don Greer 15,000
All executive officers and
directors as a group-3 persons 5,439,501 14.5%
- --------------------------------------------------------------------------------

(1) Based on 37,341,029 shares of common stock issued and outstanding as of
November 1, 2005.

(2) Aldo Rotondi is sole owner of Airam Capital Group, Inc.

This table is based upon information derived from our stock records. Unless
otherwise indicated in the footnotes to this table and subject to community
property laws where applicable, each of the shareholders named in this table has
sole or shared voting and investment power with respect to the shares indicated
as beneficially owned.

DESCRIPTION OF SECURITIES

The following description as a summary of the material terms of the provisions
of our Articles of Incorporation and Bylaws as they relate to our capital
structure. The Articles of Incorporation and Bylaws have been filed as exhibits
to the registration statement of which this prospectus is a part.

Common Stock

We have 50,000,000 authorized shares of common stock with $.001 par value. As of
November 1, 2005, there were 37,341,029 shares of our common stock issued and
outstanding and there are no shares of preferred stock issued and outstanding.
All shares are equal to each other with respect to liquidation and dividend
rights. Holders of voting shares are entitled to one vote for each share that
they own at any shareholders' meeting. Holders of our shares of common stock do
not have cumulative voting rights.

Each share of common stock entitles the holder to one vote, either in person or
by proxy, at meetings of shareholders. The holders are not permitted to vote
their shares cumulatively. Accordingly, the shareholders of our common stock who
hold, in the aggregate, more than fifty percent of the total voting rights can
elect all of our directors and, in such event, the holders of the remaining
minority shares will not be able to elect any of the such directors. The vote of
the holders of a majority of the issued and outstanding shares of common stock
entitled to vote thereon is sufficient to authorize, affirm, ratify or consent
to such act or action, except as otherwise provided by law.

Holders of common stock are entitled to receive ratably such dividends, if any,
as may be declared by the Board of Directors out of funds legally available. We
have not paid any dividends since our inception, and we presently anticipate
that all earnings, if any, will be retained for development of our business. Any
future disposition of dividends will be at the discretion of our Board of
Directors and will depend upon, among other things, our future earnings,
operating and financial condition, capital requirements, and other factors.
Holders of our common stock have no preemptive rights or other subscription
rights, conversion rights, redemption or sinking fund provisions. Upon our
liquidation, dissolution or winding up, the holders of our common stock will be
entitled to share ratably in the net assets legally available for distribution
to shareholders after the payment of all of our debts and other liabilities.
There are not any provisions in our Articles of Incorporation or our Bylaws that
would prevent or delay change in our control. There are no conversion,
preemptive or other subscription rights or privileges with respect to any
shares.

Preferred Stock

We are authorized to issue 5,000,000 shares, $.001 par value preferred stock. As
of the date of this registration statement, there are no preferred shares
outstanding.

Preferred stock may be issued with preferences and designations as the Board of
Directors may from time to time determine. The board may, without stockholders
approval, issue preferred stock with voting, dividend, liquidation and
conversion rights that could dilute the voting strength of our common
stockholders and may assist management in impeding an unfriendly takeover or
attempted changes in control. There are no restrictions on our ability to
repurchase or reclaim our preferred shares while there is any arrearage in the
payment of dividends on our preferred stock.

INTEREST OF NAMED EXPERTS

The financial statements as of July 31, 2005 and 2004 and for each of the two
years then ended included in this prospectus have been audited by Malone &
Bailey PC, an independent registered public accounting firm, to the extent set
forth in its report and are incorporated herein in reliance upon such report
given upon the authority of said firm as experts in auditing and accounting.

The legality of the shares offered under this registration statement is being
passed upon by Williams Law Group, P.A., Tampa, Florida. Michael T. Williams,
principal of Williams Law Group, P.A., owns or has agreements to own 638,500
shares of our common stock, of which 263, 500 shares are currently owned and
375,000 shares are to be issued for advice concerning SEC 1934 Act reporting
requirements for the period December 1, 2005 to November 30, 2006.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES LIABILITIES

Our Bylaws, subject to the provisions of Nevada Law, contain provisions which
allow the corporation to indemnify any person against liabilities and other
expenses incurred as the result of defending or administering any pending or
anticipated legal issue in connection with service to us if it is determined
that person acted in good faith and in a manner which he reasonably believed was
in the best interest of the corporation. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to our
directors, officers and controlling persons, we have been advised that in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable.

DESCRIPTION OF BUSINESS

Business Development

Megola, Inc., was incorporated in Ontario, Canada on August 28, 2000 as
Corporation 1375595. It was renamed Megola, Inc. on December 21, 2001. Megola
was formed to sell physical water treatment devices to commercial and users in
the United States, Canada and other international locations under a license
granted by the German manufacturer, Megola GmbH. Initial operations and sales
began in October 2000.

On November 26, 2003, Megola was acquired by SuperiorClean, Inc., in a
transaction accounted for as a reverse acquisition. Megola's shareholders were
issued 13,389,591 SuperiorClean shares in exchange for 100% of the outstanding
common and preferred stock of Megola as well as $250,000 in cash and $200,000 in
notes payable. Prior to the merger, SuperiorClean had no assets or operations.

Our ScaleGuard Systems products are sold under a license granted by the German
manufacturer, Megola GmbH. On October 21, 2004, Megola entered into an agreement
to acquire Megola GmbH by purchasing all of its outstanding shares for cash. As
of July 31, 2005, Megola had deposited $143,492 with Megola GmbH.

General

Megola, Inc. provides products used in physical water treatment, microbiological
control, wastewater treatment and air purification. Megola's ScaleGuard product
units use electromagnetic technology rather than chemicals or other methods to
soften water, both preventing the ongoing build-up of scale and eliminating
historical scale build-up in water delivery systems and machinery.

Our address is 446 Lyndock Street, Suite 102, Corunna, Ontario N0N 1G0, and our
telephone number is (519) 481-0628.

Description of ScaleGuard.

Megola's physical water treatment ScaleGuard technology conditions hard water to
prevent and eliminate calcium carbonate, or scale, formation in residential,
commercial, industrial and agricultural applications. ScaleGuard units use an
electromagnetic technology and programming to create fluctuating magnetic fields
that promote resonance at the natural vibration frequencies of water molecules
and their dissolved ions. This causes microscopic seed crystals of calcium
carbonate to form, which, in turn, promotes scale formation on the surface of
the crystals instead of on the walls of pipes and equipment due to the seed
crystals comparatively large surface area. Existing scale, which is constantly
re-dissolving into the water system, gradually disappears as no new scale
formation occurs.

Due to the technological nature of our systems and limited knowledge of the
technical functions by our consumers, Megola, at times, installs systems on
trial basis with prospective customers in an effort to collect data and prove
ScaleGuard's reliability and success.

We currently have eight models of ScaleGuard devices. The principal differences
between the eight models, other than cost ranging from $1,095 - $49,995, are
that they are designed to work with different water flows and pipe sizes. The
final cost of the individual units may vary, as they may be designed for certain
customers to perform differently based on their specific needs.

We were dependent upon one customer, BuyMax LLC for sales accounting for
approximately 68% of our revenues in fiscal year 2005. One vendor H2O3 Solutions
accounted for 84% of cost of goods for fiscal year 2005. Sales of ScaleGuard
devices accounted for 87% of our total gross revenues in fiscal year 2005.

Manufacturing and Megola GmbH Distributor Agreement

The ScaleGuard devices were designed and custom manufactured in Germany under
the direction of Megola GmbH. The technology of the product is owned by Megola
GmbH and is protected under intellectual/ software property rights.

Under the terms of our agreement with Megola GmbH, we are the exclusive
distributor of ScaleGuard devices in North America, Mexico, and Asia excluding
India. We may not sell competing devices without the permission of Megola GmbH.
Prices we pay are established by Megola GmbH and may be changed from time to
time at the discretion of Megola GmbH. The agreement has no termination date,
but may be terminated for cause as defined in the agreement.

The units are pre-assembled in Germany and are then shipped to China where the
final assembly is completed and packaged. In general, we do the installation of
products we sell and our distributors do the installation of products they sell.

Marketing and Distribution

We sell our products directly or through our network of approximately 20
distributors located throughout our territory licensed from Megola GmbH. No
distributor agreement is exclusive. The distribution agreements are for a term
of one year and may be renewed with mutual consent. We sell to our distributors
at discounted prices and they are free to resell at more or less than our retail
prices on our direct sales.

Effective March 22, 2005 Megola signed an agreement with BuyMax, LLC, which
gives BuyMax the exclusive distribution/selling rights to Megola's residential
ScaleGuard units for the USA.

BuyMax, a subsidiary of VenVest, provides an e-commerce purchasing platform with
preferential pricing and/or cash rebates on virtually every product necessary to
cost effectively operate a heating and cooling, plumbing or electrical services
company. BuyMax offers private label products exclusively to its members as well
as hundreds of high quality, universal products provided by industry leading
vendor partners and national suppliers.

In consideration of granting BuyMax LLC exclusive resale rights to Megola's
residential ScaleGuard devices, BuyMax LLC had to comply with a minimum annual
resale requirement. During the initial year that the Agreement is in effect,
BuyMax's purchase of products to serve customers within the USA shall be greater
than or equal to 1,000 product units. Each subsequent year this Agreement is in
effect, BuyMax's purchase of products to serve customers within the USA shall be
greater than or equal to 2,000 product units. BuyMax loses exclusivity if they
fail to meet these minimums.

Product Liability

We currently carry our own product liability insurance. From Zurich North
America Canada we currently have $2,000,000 liability, $10,000,000 general
aggregate coverage. There have been no product liability claims made against us.

Competition

Electromagnetic water conditioning market

We compete with several other companies in the electromagnetic water
conditioning products market. They are all mostly smaller companies such as
ours. However, our products differ in many important respects, including:

o The ScaleGuard device uses a closed-coil system, whereas the
cheaper, far less effective device is nothing more than an open-coil
antenna. In other words, the coil wires in the ScaleGuard device go
back to the source to complete the electrical circuits. The wires in
the other device just end, presumably grounded to the pipe, if the
pipe is metallic. The ScaleGuard's closed-coil system enables the
induction of strong magnetic fields that are able to penetrate the
pipe material and carry the digitally-generated, pulse-modulated
signals into the water. The antenna device can generate only weak,
symmetric magnetic fields and/or radio waves that will influence the
behavior of the water only under specific and ideal conditions.

o The ScaleGuard device uses its highly-penetrative induced magnetic
field as a carrier for low-voltage and high-frequency signals that
can be programmed to take into account such parameters as calcium
hardness, carbonate hardness, pipe material, pipe diameter,
temperature, water flow, system water capacity, and so on. In all,

the ScaleGuard device has eight program frequency settings and eight
power settings - a total of 64 combinations. The antenna device can
not be programmed to change the frequency with which its weak
magnetic field sweeps through the water (assuming that the field is
able to penetrate the pipe material) and can, thereby, have some
effect under a narrow variety of water conditions.

Water conditioning market in general

We also compete with many domestic and international companies selling
conventional water softening devices. Some of our competitors are multi-line
companies with other principal sources of income who have substantially greater
resources than the Company while many others are local product assemblers or
service companies. We are a very small company in the water softening market in
general.

A conventional water-softener is a device that contains an `ion-exchange resin'.
This resin, essentially a big tank of plastic beads is - when new - filled with
salt. As water passes through this resin, calcium ions (the hardness) attach
themselves to the resin and displace the sodium into the water. In this way, the
water is "softened". Much of the calcium is removed from the water and there is
a significant reduction in the amount of scale that can form.

We compete with these companies because our products do not have the following
disadvantages the traditional water softeners have:

o Health Calcium is an essential nutrient for building bones and
teeth; softeners remove calcium from the water. Sodium is a cause of
high blood pressure and heart disease; softeners put sodium in the
water.

o Maintenance Cost The biggest problem with water softeners is that
the resin eventually (weeks or months depending upon the hardness of
the water being treated) becomes filled with calcium and is no
longer effective. The resin is far too expensive to replace, so the
solution is to "regenerate" it by "backwashing." This backwashing
process involves buying and adding salt to the resin and flushing it
through using gallons and gallons of fresh water. This process is
costly, inconvenient, harmful to the environment and extremely
wasteful of a precious resource - fresh water.

o Corrosion Salt water produced by softeners (and especially in the
backwashing process) is corrosive to metal it contacts, not only
within the home or business where it is installed but also within
the sewer system.

Warranties

We provide a three year parts and one year labor warranty against any defects,
breakdowns or malfunctions on the ScaleGuard series physical water treatment
unit.

Air Purification Products

AirGuardian System

The AirGuardian 1000 is an integrated system designed to reduce and control
airborne allergens and toxic compounds, such as mold, fungus, formaldehyde,
xylene gases and tobacco smoke along with infectious agents, such as bacteria,
influenza, hemolytic streptococci and many others. This product is duct-mounted

on the central heating and cooling system and, to enhance system effectiveness,
is designed to run continuously with the heating and cooling system fan in the
"on" position. This product is certified by the American Institute of Toxicology
to produce only safe levels of UVV and is available with a UVC only bulb.

These products are all sold by us and our ScaleGurad distributors.

Employees

We currently have 4 full-time employees, 2 administrative, 1 in distribution and
1 in scientific technical support and 3 part-time employees, 1 administration, 1
strategic planning and 1 bookkeeping.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The following discussion should be read in conjunction with our financial
statements and the notes thereto which appear elsewhere in this report. The
results shown herein are not necessarily indicative of the results to be
expected in any future periods. This discussion contains forward-looking
statements based on current expectations, which involve uncertainties. Actual
results and the timing of events could differ materially from the
forward-looking statements as a result of a number of factors.

General

Comparison of the year ended July 31, 2005 with the year ended July 31, 2004

During the year ending July 31, 2005, our revenues increased from $222,294 for
2004 to $713,135 for the year ended July 31, 2005, an increase of 220.81% over
the prior year. This increase is mainly because of increased sales we had with
customers located in North America and continued sales throughout the world.

Cost of sales consists of direct manufacturing costs and applied overhead
expenses for our cost of raw materials to manufacture the ScaleGuard and other
systems. Cost of sales as a percentage of revenues increased to 65.1% in the
year ended July 31, 2005 to $464,179, as compared to $117,361 or 52.8% of
revenue for the year ended July 31, 2004. The cost of sales percentage will
fluctuate from quarter to quarter because absorbed overhead increases when
volume is decreasing and because labor ratios are less than optimized in
manufacturing processes when revenues are lower. As revenues increase, cost of
goods sold as a percentage of revenue should become more and more favorable for
us. The overall increase in the cost of sales during 2005 is directly
attributable to the increase in revenues.

General and administrative (operating) expenses decreased to $898,084 during
2005 from $2,071,640 in 2004, a decrease of 56.65%, due primarily to the fact
that merger expenses are now behind us. These costs were the major causes of
increased general and administrative costs in the 2004 year. Although our
general and administrative expenses are, to a significant extent, fixed in
advance, we are making efforts to adjust spending in relation to the expected
net revenues. Megola issued 1,500,000 shares of common stock in return for
various services rendered during the fiscal year. The value assigned to those
shares is based on the market price of the shares on various dates. Even though
the service contracts specify an amount per share when issued, we must value
them in the financial statements at the stock's trading value on the appropriate
dates. When adding these values to the costs of the services, we end up with
approximately $557,400 of general and administrative expenses that appear on the
P&L Statement. Without these expenses, our net loss would have been $410,721 for
our 2005 fiscal year.

Our depreciation for the year ended July 31, 2005 vs. the year ended July 31,
2004 decreased 30.82% from $9,714 to $6,720 because various items have fully
depreciated.

Interest expense increased in 2005 to $293,581 from $245,134 in 2004, due to
interest expense incurred at the time of the reverse merger, interest accrued on
unpaid loan/note balances as well there were conversion features included on
agreement notes that had to be discounted resulting in additional interest
expense of $272,656. These combined factors resulted in the substantial increase
in interest expense for this fiscal year and are not expected to be recurring
items.

For the reasons outlined above, we realized a net loss of $968,121 for the year
ended July 31, 2005 as compared to a net loss of $2,236,297 for the year ended
July 31, 2004, a decrease of 56.71%.

Segments

Megola sells in North America and China, and has two reportable geographic
segments, with summary information as follows:

North America International Total
------------- ------------- ------------
Year Ended July 31, 2005

Revenues $ 653,735 $ 59,400 $ 713,135

Net Loss $ (333,056) $ (635,065) $ (968,121)

Depreciation $ -- $ 6,720 $ 6,720

Interest Expense $ -- $ 293,581 $ 293,581

Total Assets $ 781,281 $ 781,281

Year Ended July 31, 2004 North America International Total
------------- ------------- ------------

Revenues $ 39,025 $ 183,269 $ 222,294

Net Income (Loss) $ 147,879 $ (2,384,176) $ (2,236,297)

Depreciation $ -- $ 9,714 $ 9,714

Interest Expense $ -- $ 245,134 $ 245,134

Total Assets $ -- $ 140,941 $ 140,941

Commitments

Megola currently has two office leases on adjacent properties. They expire
September 30, 2005 and December 31, 2008 respectively. Minimum lease payments
are due as follows:

#1 #2
------- -------
Year Ended July 31, 2006 $ 1,431 $16,776
Year Ended July 31, 2007 -- $16,776
Year Ended July 31, 2008 -- $16,776
Year Ended July 31, 2009 -- $ 6,990
------- -------
Total $ 1,431 $57,318

Liquidity and Capital Resources

Cash and cash equivalents at July 31, 2005 was $17,183 and $441 at July 31,
2004. However, our accounts receivable increased from $55,983 at July 31, 2004
to $397,430 at July 31, 2005 or 609.91%. Our inventory increased for the same
period from $56,522 to $82,203 or 45.44%; a sign of both increased available
working capital from operations and an increase of available assets for
operations. Assuming we collect all receivables and convert our inventory into
sales, we believe that we can continue operations for approximately 9 months.
Thereafter, we will need to generate further operating revenues or secure other
funding on or before March 2006 in the amount of $250,000 to remain operational
until July 31, 2006.

However in order to become profitable we may still need to secure additional
debt or equity funding. We hope to be able to raise additional funds from an
offering of our stock in the future. However, this offering may not occur, or if
it occurs, may not raise the required funding.

Our success and ongoing financial viability is contingent upon its selling of
its products and the related generation of cash flows. We evaluate our liquidity
and capital needs on a continuous basis and based on our requirements and
capital market conditions may, from time to time, raise working capital through
additional debt or equity financing. There is no assurance that such financing
will be available in the future to meet our additional capital needs, or that
any such terms or conditions of any such financing would be favorable to us.
Both our current growth and expanded business involve significant financial risk
and require significant capital investment.

On February 9, 2005 Megola purchased software programs, manufacturing rights,
and UV water systems and UV air system technologies from UV Innovations, Inc., a
company located in Ontario, Canada for 300,000 shares of Megola's common stock.
The value of the stock issued was $111,000. Megola guaranteed on the twelve
month anniversary of the agreement that the stock given will have a value of no
less then $200,000. If there is a difference, Megola will pay the amount to UV
Innovations, Inc. in cash. On the twelve month anniversary, Megola also has the
option to buy back the stock for the lower of the market price or $4 per share.

Our ability to continue as a going concern is dependent on our ability to raise
funds to implement our planned development; however we may not be able to raise
sufficient funds to do so. Our independent auditors have indicated that here is
substantial doubt about our ability to continue as a going concern over the next
twelve months. Our poor financial condition could inhibit our ability to achieve
our business plan. Because we are currently operating at a substantial loss, an
investor cannot determine if we will ever become profitable.

DESCRIPTION OF PROPERTY

Our principal executive offices are located at 466 Lyndock Street, Suite 102,
Corunna, Ontario N0N 1G0. We leased this 4,000 square foot facility consisting
of two adjacent offices at a rental of $2,928 per month for a four-year term
ending August 31, 2007. This facility consists of an office and administration
area. To the extent that we require additional space in the near future, we
believe that we will be able to secure additional leased facilities at
commercially reasonable rates.

Our telephone number at the above location is 519-481-0628.

We do not intend to renovate, improve, or develop properties. We are not subject
to competitive conditions for property and currently have no property to insure.
We have no policy with respect to investments in real estate or interests in
real estate and no policy with respect to investments in real estate mortgages.
Further, we have no policy with respect to investments in securities of or
interests in persons primarily engaged in real estate activities.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In connection with the reverse merger with SuperiorClean Inc., we issued a
$100,000 promissory note to Mr. Aldo Rotondi, which was converted to 1,123,600
shares of common stock, for the value of principal and accrued interest at the
price of $.10 as specified in the note.

Except as set forth above, we have not entered into any material transactions
with any director, executive officer, and promoter, beneficial owner of five
percent or more of our common stock, or family members of such persons.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our stock became qualified for quotation on the over the counter bulletin board
under the symbol "MGOA" in 2004.

High and low sales prices for each quarter within the last two fiscal years in
which our stock traded under the symbol MGOA:*

--------------------------------------------------------------------
QUARTER END HIGH LOW
--------------------------------------------------------------------
(Price per Share $) (Price per Share $)
--------------------------------------------------------------------
July 31,'05 .24 .20
--------------------------------------------------------------------
April 30,'05 .40 .33
--------------------------------------------------------------------
January 31,'05 .37 .33
--------------------------------------------------------------------
October 31,'04 .34 .32
--------------------------------------------------------------------
July 31,'04 .53 .45
--------------------------------------------------------------------
April 30,'04 1.01 .09
--------------------------------------------------------------------
January 31,'04 .11 .09
--------------------------------------------------------------------
October 31,'03 .21 .09
--------------------------------------------------------------------

*The quotations reflect inter-dealer prices, without mark-up, mark-down or
commission and may not represent actual transactions.

Options, Warrants, Convertible Securities

There are no options, warrants or convertible securities outstanding.

Penny Stock Considerations

Our shares are "penny stocks" as that term is generally defined in the
Securities Exchange Act of 1934 to mean equity securities with a price of less
than $5.00. Our shares thus will be subject to rules that impose sales practice
and disclosure requirements on broker-dealers who engage in certain transactions
involving a penny stock.

Under the penny stock regulations, a broker-dealer selling a penny stock to
anyone other than an established customer or accredited investor must make a
special suitability determination regarding the purchaser and must receive the
purchaser's written consent to the transaction prior to the sale, unless the
broker-dealer is otherwise exempt. Generally, an individual with a net worth in
excess of $1,000,000, or annual income exceeding $100,000 individually or
$300,000 together with his or her spouse, is considered an accredited investor.
In addition, under the penny stock regulations the broker-dealer is required to:

o Deliver, prior to any transaction involving a penny stock, a
disclosure schedule prepared by the Securities and Exchange
Commissions relating to the penny stock market, unless the
broker-dealer or the transaction is otherwise exempt;

o Disclose commissions payable to the broker-dealer and our registered
representatives and current bid and offer quotations for the
securities;

o Send monthly statements disclosing recent price information
pertaining to the penny stock held in a customer's account, the
account's value and information regarding the limited market in
penny stocks; and

o Make a special written determination that the penny stock is a
suitable investment for the purchaser and receive the purchaser's
written agreement to the transaction, prior to conducting any penny
stock transaction in the customer's account.

Because of these regulations, broker-dealers may encounter difficulties in their
attempt to sell shares of our common stock, which may affect the ability of
selling shareholders or other holders to sell their shares in the secondary
market and have the effect of reducing the level of trading activity in the
secondary market. These additional sales practice and disclosure requirements
could impede the sale of our securities, if our securities become publicly
traded. In addition, the liquidity for our securities may be decreased, with a
corresponding decrease in the price of our securities. Our shares in all
probability will be subject to such penny stock rules and our shareholders will,
in all likelihood, find it difficult to sell their securities.

Sales of our common stock under Rule 144.

All of our shares are currently eligible for resale, however affiliates will
still be subject to the resale restrictions of Rule 144. In general, persons
holding restricted securities, including affiliates, must hold their shares for
a period of at least one year, may not sell more than one percent of the total
issued and outstanding shares in any 90-day period, and must resell the shares
in an unsolicited brokerage transaction at the market price. These restrictions
do not apply to resales under Rule 144(k). The availability for sale of
substantial amounts of common stock under Rule 144 could reduce prevailing
market prices for our securities.

Holders

As of the date of this registration statement, we had approximately 155
shareholders of record of our common stock.

Dividends

We have not declared any cash dividends on our common stock since our inception
and do not anticipate paying such dividends in the foreseeable future. We plan
to retain any future earnings for use in our business. Any decisions as to
future payments of dividends will depend on our earnings and financial position
and such other facts, as the Board of Directors deems relevant.

Reports to Shareholders

We have become subject to the information and reporting requirements of the
Securities Exchange Act of 1934 and will file periodic reports, proxy statements
and other information with the Securities and Exchange Commission. We intend to
voluntarily send an annual report with audited financial statements to our
security holders.

Where You Can Find Additional Information

We have filed with the Securities and Exchange Commission a registration
statement on Form SB-2 statement. For further information about us and the
shares of common stock to be sold in the offering, please refer to the
registration statement and the exhibits and schedules thereto. The registration
statement and exhibits may be inspected, without charge, and copies may be
obtained at prescribed rates, at the SEC's Public Reference Room at 100 F Street
NE, Washington DC 20549, Washington, D.C. 20549. The public may obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The registration statement and other information filed with the
SEC are also available at the web site maintained by the SEC at
http://www.sec.gov.

EXECUTIVE COMPENSATION

The following table sets forth summary information concerning the compensation
received for services rendered to us during the fiscal years ended July 31, 2005
and 2004 by our CEO.

Name & Principal Position Year Salary ($) Non-cash compensation
- ------------------------- ---- ---------- ---------------------
Joel Gardner 2005 $67,727 0
CEO 2004 $45,415 0

The compensation discussed herein addresses all compensation awarded to, earned
by, or paid to our named executive officer.

Compensation Agreements

We do not have an employment contract with our officer officers and directors.
We have agreed to pay them as follows for fiscal year 2006:

o Chief Executive Officer - an annual salary of $67,727

o Chief Operating Officer, works two days per week - a salary of
$322.50 per day

Board Compensation

Members of our Board of Directors do not receive compensation for their services
as Directors.

FINANCIAL STATEMENTS

PAGE

Report of Independent Registered Public Accounting Firm 28

Balance Sheets 29

Statements of Operations 30

Statement of Stockholders' Equity (Deficit) 31

Statement of Cash Flows 32

Notes to Financial Statements 33

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
Megola, Inc.
Corunna, Ontario, Canada

We have audited the accompanying balance sheet of Megola, Inc. as of July 31,
2005 and 2004, and the related statements of operations, stockholders' equity
(deficit) and cash flows for each of the two years then ended. These financial
statements are the responsibility of Megola's management. Our responsibility is
to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with 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. 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 audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Megola, Inc. as of July 31,
2005 and 2004 and the results of its operations and its cash flows for each of
the two years then ended in conformity with accounting principles generally
accepted in the United States of America.

The accompanying financial statements have been prepared assuming that Megola,
Inc. will continue as a going concern. As discussed in Note 2 to the financial
statements, Megola has suffered recurring losses from operations which raises
substantial doubt about its ability to continue as a going concern. Management's
plans regarding those matters also are described in Note 2. The consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

Malone & Bailey, PC
www.malone-bailey.com
Houston, Texas

October 17, 2005

MEGOLA, INC.
BALANCE SHEETS
July 31, 2005 and 2004

ASSETS 2005 2004

Current Assets

Cash $ 17,183 $ 441
Accounts Receivable-Trade 397,430 55,983
Inventory 82,203 56,522
Deposits 143,492 --
Other 11,762 9,343
------------ ------------
Total Current Assets 652,070 122,289
------------ ------------

Property and Equipment, Net of Accumulated Depreciation of
$37,653 and $28,124 in 2005 and 2004 29,311 18,652
Intangible Assets Net of Accumulated Amortization of $11,100
in 2005 99,900 --
------------ ------------

TOTAL ASSETS $ 781,281 $ 140,941
============ ============

LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities

Bank Overdraft $ 34,374 $ 33,585
Notes Payable 1,302 33,811
Accounts Payable-Trade 344,456 28,725
Accrued Interest 18,248 16,375
Accrued Expenses 34,007 35,549
Loans From Investors 100,000 200,000
------------ ------------
Total Current Liabilities 532,387 348,045

Note Payable - net of current portion -- 1,179
------------ ------------

TOTAL LIABILITIES 532,387 349,224
------------ ------------

STOCKHOLDERS' EQUITY (DEFICIT)

Common Stock, $.001 par Value 50,000,000 Shares
Authorized, 35,017,429 Shares Issued and Outstanding 3,298,725 1,876,359

Paid In Capital 500,000 387,500
Accumulated Deficit (3,478,258) (2,510,137)
Other Comprehensive Income:
Equity Adjustment on Foreign Currency Translation (71,573) 37,995
------------ ------------

Total Stockholders' Equity (Deficit) 248,894 (208,283)
------------ ------------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 781,281 $ 140,941
============ ============

The accompanying footnotes are an integral part of the financial statements.

MEGOLA, INC.
STATEMENTS OF OPERATIONS
Years Ended July 31, 2005 and 2004

2005 2004
------------ ------------

REVENUE $ 713,135 $ 222,294
------------ ------------

COST OF SALES 464,179 117,361

SELLING 7,592 14,742

GENERAL AND ADMINISTRATIVE 898,084 2,071,640

DEPRECIATION 6,720 9,714

INTEREST 293,581 245,134

AMORTIZATION 11,100 --
------------ ------------

Total Expenses 1,681,256 2,458,591
------------ ------------

NET LOSS $ (968,121) $ (2,236,297)
============ ============

Basic and diluted loss per share $ (0.03) $ (0.11)

Weighted average shares outstanding 32,368,754 21,226,443

The accompanying footnotes are an integral part of the financial statements.

MEGOLA, INC.

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
YEARS ENDED JULY 31, 2005 and 2004

Common Stock
-----------------------------
Other Additional
Comprehensive Paid In Accumulated
Shares Amount Income (Loss) Capital Deficit Totals
------------ ------------ ------------ ------------ ------------ ------------

Balances, July 31, 2003 13,389,591 $ 236,242 $ (3,405) $ -- $ (273,840) $ (41,003)

Stock Exchanged at Merger 7,089,002 -- -- -- -- --

Stock for Debt 4,035,957 400,117 -- -- -- 400,117

Stock Issued For Services 3,300,000 1,240,000 -- -- -- 1,240,000

Discount on Notes Payable -- -- -- 387,500 -- 387,500

Net Loss -- -- -- -- (2,236,297) (2,236,297)

Foreign Currency -- -- 41,400 -- -- 41,400
------------ ------------ ------------ ------------ ------------ ------------
Comprehensive Loss (2,194,897)

Balances, July 31, 2004 27,814,550 $ 1,876,359 $ 37,995 $ 387,500 $ (2,510,137) $ (208,283)
============ ============ ============ ============ ============ ============

Stock Issued for Services 1,500,000 557,400 -- -- -- 557,400

Discount on Notes Payable -- -- -- 112,500 -- 112,500

Stock for Debt 5,052,879 403,966 -- -- -- 403,966

Stock for Intangible Assets 300,000 111,000 -- -- -- 111,000

Stock for Cash 350,000 350,000 -- -- -- 350,000

Net Loss -- -- -- -- (968,121) (968,121)

Foreign Currency -- -- (109,568) -- -- (109,568)
------------ ------------ ------------ ------------ ------------ ------------
Comprehensive Loss (1,077,689)

Balances, July 31, 2005 35,017,429 $ 3,298,725 $ (71,573) $ 500,000 $ (3,478,258) $ 248,894
============ ============ ============ ============ ============ ============

The accompanying footnotes are an integral part of the financial statements.

MEGOLA, INC.
STATEMENTS OF CASH FLOWS
Years Ended July 31, 2005 and 2004

2005 2004
------------ ------------

CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ (968,121) $ (2,236,297)
Adjustments to Reconcile Net Loss
to Net Cash Used in Operating Activities:
Impairment of cost of public shell -- 448,031
Shares issued for services 557,400 1,240,000
Depreciation & Amortization 17,820 9,714
Amortization of Beneficial Conversion Feature 272,656 --
Discount on notes -- 227,344
Changes in:
Accounts Receivable (341,447) (42,164)
Inventory (9,681) (13,232)
Deposit on Reverse Acquisition -- --
Other Current Assets (2,419) (6,431)
Bank Overdraft 789 1,396
Accounts Payable 315,731 26,650
Accrued Expenses 4,297 21,193
------------ ------------
Net Cash Used in Operating Activities (323,796)
(152,975)
------------ ------------

CASH FLOWS USED IN INVESTING ACTIVITIES
Deposit for Anticipated Merger (143,492) --
-Deposit made toward cost of public shell -- (51,465)
Purchase of fixed assets (2,506) (20,008)
------------ ------------
Net Cash Used in Investing Activities (145,998) (71,473)
------------ ------------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Notes Payable 112,500 386,280
Payments on Notes Payable (6,344) (41,244)
Loans From Investors -- --
Proceeds from Sale of Preferred Stock -- --
Proceeds from Sale of Common Stock 350,000 --
Payments on Installment Note Payable -- --
------------ ------------
Net Cash Provided by Financing Activities 456,156 345,036
------------ ------------

EFFECT OF EXCHANGE RATE CHANGES ON CASH (140,441) 47,713
------------ ------------

NET INCREASE IN CASH 16,742 (2,520)

BEGINNING CASH BALANCE 441 2,961
------------ ------------

ENDING CASH BALANCE $ 17,183 $ 441
============ ============

SUPPLEMENTAL DISCLOSURES:
Cash Paid For:
Interest $ 415 $ 10,367

Non-cash Transactions:
Debt exchange for shares of common stock (5,052,879 and
4,035,956 shares in 2005 and 2004) $ 403,966 $ 400,117
Purchase of Intangible Assets for 300,000 shares of
common stock $ 111,000 $ --

The accompanying footnotes are an integral part of the financial statements.

MEGOLA, INC.

NOTES TO FINANCIAL STATEMENTS
Years ended July 31, 2005 and 2004

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Megola, Inc. was incorporated in Ontario, Canada on August 28, 2000 as
Corporation No. 1375595. It was renamed Megola, Inc. on December 21, 2001.
Megola was formed to sell physical water treatment devices to commercial
end-users in both the United States and Canada under a license granted by the
German manufacturer, Megola GmbH. Initial operation and sales began in October
2000. On October 21, 2004, Megola entered into an agreement to acquire Megola
GmbH by purchasing all of its outstanding shares for cash. As of July 31, 2005,
Megola had deposited $143,492 with Megola GmbH,

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 affect the reported amounts of assets,
liabilities, revenues and expenses, as well as certain financial statement
disclosures. While management believes that the estimates and assumptions used
in the preparation of the financial statements are appropriate, actual results
could differ from these estimates.

Cash Equivalents

Highly liquid investments with original maturities of three months or less are
considered cash equivalents.

Revenue Recognition

Revenue is recognized when the earning process is complete and the risks and
rewards of ownership have transferred to the customer, which is generally
considered to have occurred upon delivery of the finished products. For 2005 and
2004, there were no refunds or warranty claims.

In the case of exclusive agreements with distributors, finished goods are
shipped directly FOB manufacturer/point of assembly. Megola offers no
independent warranty and refers any warranty claims to the manufacturer for
products it sells. Therefore, Megola recognizes revenue under these agreements
when the goods are shipped.

Allowance for Doubtful Accounts

An allowance for doubtful accounts is provided based on credit experience.
Megola had no bad debts for fiscal 2005 and 2004 respectively. As of July 31,
2005, a $-0- allowance is provided.

Property and Equipment

Property and equipment are stated on the basis of historical cost less
accumulated depreciation. Depreciation is provided using the straight-line
method over the estimated useful lives of the assets, which range from 3 to 7
years. Impairment losses are recorded on long-lived assets used in operation
when indicators of impairment are present and the undiscounted cash flows
estimated to generate by those assets are less than the assets' carrying amount.
No impairment losses have been recorded since inception.

Income Taxes

U.S. and foreign income tax expense is based on reported earnings before income
taxes. Deferred income taxes reflect the impact of temporary differences between
assets and liabilities recognized for financial reporting purposes and such
amounts recognized for tax purposes, and are measured by applying enacted tax
rates in effect in years in which the differences are expected to reverse.

Impairment of Long-Lived Assets

Long-lived assets require the recognition of an impairment loss whenever it is
indicated that an asset may be impaired and the future cash flows from that
asset are less than the asset's carrying value. As of July 31, 2005, Megola has
not recorded any impairments on its long-term assets.

Inventory

Inventory is recorded at the lower of cost or market value and determined by the
specific identification method.

Stock-Based Compensation

Megola periodically issues shares of common stock to officers, directors and
non-employees in exchange for services provided. The value of the shares is
equal to the quoted market price on either the date an agreement to issue the
shares is executed or the date the Board of Directors approves the issuance.
Megola records the value of the shares in the statement of operations as a
general and administrative expense.

Megola accounts for stock options and warrants issued to employees under the
intrinsic value method. Under this method Megola recognizes no compensation
expense for stock options granted when the number of underlying shares is known
and the exercise price of the option is greater than or equal to the fair market
value of the stock on the date of grant. Megola accounts for stock-based
compensation to non-employees under the fair value method using the
Black-Scholes option-pricing modeling method. There are no options or warrants
outstanding to employees as of July 31, 2005.

Megola expenses the fair value of options and warrants issued to non-employees.

Earnings Per share

Basic earnings per share equals net earnings divided by weighted average shares
outstanding during the year. Diluted earnings per share includes the impact of
common stock equivalents using the treasury stock method when the effect is
dilutive.

Recent Accounting Pronouncements

In December 2004, the FASB issued SFAS No.123R, "Accounting for Stock-Based
Compensation" ("SFAS No. 123R"). SFAS No.123R establishes standards for the
accounting for transactions in which an entity exchanges its equity instruments
for goods or services. This Statement focuses primarily on accounting for
transactions in which an entity obtains employee services in share-based payment
transactions. SFAS No.123R requires that the fair value of such equity
instruments be recognized as expense in the historical financial statements as
services are performed. Prior to SFAS No.123R, only certain pro forma
disclosures of fair value were required. SFAS No.123R shall be effective for
small business issuers as of the beginning of the first interim or annual
reporting period that begins after December 15, 2005. As of June 30, 2005, the
Company has not issued any options to employees. The Company will adopt SFAS No.
123R as of January 1, 2006, the beginning of its third interim reporting period.
The impact of the adoption of SFAS No. 123R on the financial statements of the
Company during fiscal year 2006 will depend largely on the number of grants, if
any, that are made to employees.

The Company does not expect the adoption of any other recently issued accounting
pronouncements to have a significant impact on its financial position, results
of operations or cash flows.

NOTE 2 - GOING CONCERN

As shown in the accompanying financial statements, Megola incurred recurring net
losses chargeable to common shareholders of $968,121 and $2,236,297 in fiscal
2005 and 2004, respectively, and has an accumulated deficit of $ 3,478,258 as of
July 31, 2005. These conditions create an uncertainty as to Megola's ability to
continue as a going concern. Management is trying to raise additional capital
through various funding arrangements. The financial statements did not include
any adjustment that might be necessary if Megola is unable to continue as a
going concern.

NOTE 3 - NOTES PAYABLE

Megola purchased a used car from an auto dealer on October 30, 2002. The dealer
financed the purchase in 36 equal monthly installments of $539, including
interest at 8.45% APR. As of July 31, 2005,the unpaid balance was $1302.

On April 19, 2004 Megola signed a convertible promissory note, with Premium
Financial, Inc. and received proceeds of $37,500. On August 16,2004 Megola
exercised its option to borrow an additional $112,500. The note bears interest
at 8% per annum and was due May 1, 2006. On August 23, 2004 lender exercised its
option (with Megola's consent) to convert the outstanding principal balance of
$150,000 and the accrued interest into common stock of Megola, Inc.

On April 19, 2004, Megola signed a convertible promissory note with Avercap for
$150,000. This note bears interest at 8% per annum and was due May 1, 2006. As
of July 31, 2004 $150,000 was due on this note. On August 23, 2004 the lender
exercised its option (with Megola's consent) to convert the outstanding
principal and accured interest into common stock of Megola, Inc.

NOTE 4 - INCOME TAXES

Income taxes are not due since Megola has had losses since inception. Since
inception, Megola has had about $1,682,118 in the U.S. dollar value of Canadian
net operating losses for tax purposes, which expire in Canada in Fiscal years
2010 thru 2014.

The components of deferred taxes are as follows:

Deferred tax assets

Net operating loss carryforwards $ 403,708
Less: valuation allowance (403,708)
---------

Current net deferred tax assets $ --
=========

NOTE 5 - COMMITMENTS

Megola currently has two office leases on adjacent properties. They expire
September 30, 2005 and December 31, 2008 respectively.

Minimum lease payments are due as follows:

#1 #2
-------------- --------------
Year Ended July 31, 2006 $ 1,431 $ 16,776
Year Ended July 31, 2007 -- $ 16,776
Year Ended July 31, 2008 -- $ 16,776
Year Ended July 31, 2009 -- $ 6,990
-------------- --------------
Total 1,431 $ 57,318
-------------- --------------

NOTE 6 - COMMON STOCK

On August 1, 2004, Megola paid off $2,892 of debt with 10,000 shares of its
common stock valued at $5,100.

On August 1, 2004, Megola issued 15,000 shares of Megola's common stock to a
vendor under an agreement for services valued at $7,650.

On August 23, 2004, two lenders, Avercap and Premium Financial, Inc., exercised
their options to convert the balance due to them (including interest) of
$303,966 into Megola's common stock. The conversion price was $.075 and
4,052,879 shares of Megola's common were issued.

On November 24, 2004, a consultant exercised his option to convert $100,000 of
the note payable due to him into 1,000,000 shares of Megola's common stock for a
price of $.10 per share.

On February 1, 2005, Megola received $350,000 from three investors for 350,000
shares of common stock with one warrant attached per common share. The fair
value of the warrants was $52,281 and the relative fair value was $45,486.

On February 1, 2005, Megola issued 1,235,000 shares of Megola's common stock to
several individuals for consulting, legal, and board member services. The shares
were valued at $493,650.

On February 9, 2005, Megola issued 300,000 shares of common stock for intangible
assets. See note 8 for more details.

On June 8, 2005, Megola issued 240,000 shares of common stock to a firm to
provide investor relations services. The shares were valued at $60,000.

NOTE 7 - SEGMENT REPORTING

Megola sells in North America and China, and has two reportable geographic
segments, with summary information as follows:

Year Ended July 31, 2005 North America International Total
-------------- -------------- --------------
Revenues $ 653,735 $ 59,400 $ 713,135

Net Loss (333,056) $ (635,065) $ (968,121)

Depreciation $ -- $ 6,720 $ 6,720

Interest Expense $ -- $ 293,581 $ 293,581

Total Assets $ 781,281 $ 781,281

Year Ended July 31, 2004 North America International Total
-------------- -------------- --------------
Revenues $ 39,025 $ 183,269 $ 222,294

Net Income (Loss) $ 147,879 $ (2,384,176) $ (2,236,297)

Depreciation $ -- $ 9,714 $ 9,714

Interest Expense $ -- $ 245,134 $ 245,134

Total Assets $ -- $ 140,941 $ 140,941

NOTE 8 - INTANGIBLE ASSETS

On February 9, 2005 Megola purchased software programs, manufacturing rights,
and UV water systems and UV air system technologies from UV Innovations, Inc., a
company located in Ontario, Canada for 300,000 shares of Megola's common stock.
The value of the stock issued was $111,000, which has been recorded on the
balance sheet as an intangible asset and is being amortized on a straight-line
basis over 5 years. Megola guaranteed on the twelve month anniversary of the
agreement that the stock given will have a value of no less then $200,000. If
there is a difference, Megola will pay the amount to UV Innovations, Inc. in
cash and record it as an increase in the carrying value of the intangible asset
to be amortized over the remaining useful life. On the twelve month anniversary,
Megola will also have the option to buy back the stock for the lower of the
market price or $4 per share.

NOTE 9 - RELATED PARTY TRANSACTIONS

In connection with the reverse merger with SuperiorClean Inc., Megola issued a
$100,000 promissory note to one of its officers that matured on November 30,
2004. Megola has not repaid this note as of July 31, 2005, and the officer has
indicated that he will not require any payments until there is cash flow
available. The principal balance continues to accrue interest at a rate of 6%
per year.

NOTE 10-CONCENTRATIONS

During 2005, one customer accounted for 68% of sales, in addition one customer
accounted for 65% of the sales for 2004. One vendor accounted for 84% of cost of
goods for 2005 and one vendor accounted for 84% of cost of goods for 2004.

NOTE 11 - WARRANTS

The following table summarizes Megola's warrant transactions:

Year Ended
July 31, 2005
-------------
Warrants outstanding, beginning of period --
Warrants granted 350,000
Warrants exercised --
Warrants outstanding, end of period 350,000

As indicated in Note 6, the warrants were attached to 350,000 shares of common
stock that were issued to three investors for $350,000 in cash. Since the fair
value of the stock and warrants at the time of the issuance was less than the
cash received from the investors, Megola did not record any expense for the
warrants.

The exercise price of the warrants is $2.00, and they expire on February 1,
2007. The fair value of the warrants, as calculated by the Black-Scholes, model
is approximately $52,000. The assumptions used to calculate the value are listed
below:

Volatility: 137.14%
Dividend: 0%
Risk free Rate: 3.29%

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

None.

PROSPECTUS
MEGOLA, INC.
Dated _____________, 2005

Our common stock is quoted on the OTC Bulletin Board under the symbol "MGOA."
The last reported sale price on the OTCBB on November 14, 2005 was $0.11.

Dealer Prospectus Delivery Obligation

Until _________ (90 days from the date of this prospectus) all dealers that
effect transactions in these securities, whether or not participating in this
offering, may be required to deliver a prospectus. This is in addition to the
dealers' obligation to deliver a prospectus when acting as underwriters and with
respect to their unsold allotments or subscriptions.

Part II-INFORMATION NOT REQUIRED IN PROSPECTUS

INDEMNIFICATION OF OFFICERS AND DIRECTORS

Pursuant to Section 607.0850 of the Nevada Statutes, the Registrant has the
power to indemnify any person made a party to any lawsuit by reason of being a
director or officer of the Registrant, or serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. Our By-laws provide that the Registrant shall indemnify
its directors and officers to the fullest extent permitted by Nevada law.

With regard to the foregoing provisions, or otherwise, we have been advised that
in the opinion of the Securities and Exchange Commission, such indemnification
is against public policy as expressed in the Securities Act of 1933, as amended,
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by us of expenses incurred or
paid by a director, officer or controlling person of the Corporation in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, we will, unless in the opinion of our counsel the matter has been
settled by a controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by us is against
public policy as expressed in the Securities Act of 1933, as amended, and will
be governed by the final adjudication of such case.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table is an itemization of all expenses, without consideration to
future contingencies, incurred or expected to be incurred by us in connection
with the issuance and distribution of the securities being offered by this
prospectus. Items marked with an asterisk (*) represent estimated expenses. We
have agreed to pay all the costs and expenses of this offering. Selling security
holders will pay no offering expenses.

- --------------------------------------------------------------------------------
ITEM AMOUNT
- --------------------------------------------------------------------------------
SEC Registration Fee* 1000
- --------------------------------------------------------------------------------
Legal Fees and Expenses 25,000
- --------------------------------------------------------------------------------
Accounting Fees and Expenses* 24,000
- --------------------------------------------------------------------------------
Total* 50,000
- --------------------------------------------------------------------------------
* Estimated Figure

RECENT SALES OF UNREGISTERED SECURITIES

On August 1, 2004, Megola paid off $2,892 of debt with 10,000 shares of its
common stock valued at $5,100 or approximately $.51 per share.

On August 1, 2004, Megola issued 15,000 shares of Megola's common stock to a
vendor under an agreement for services valued at $7,650 or approximately $.51.

On November 24, 2004, a consultant exercised his option to convert $100,000 of
the note payable due to him into 1,000,000 shares of Megola's common stock for a
price of $.10 per share as provided in the note.

On February 1, 2005, Megola received $350,000 from three investors for 350,000
shares of common stock at $.10 per share with one warrant attached per common
share.

On February 1, 2005, Megola issued 75,000 shares of Megola's common stock to
several 7 individuals for consulting, legal, and board member services. The
shares were valued at $493,650 or $.40 per share.

On February 9, 2005, Megola issued 300,000 shares of common stock for intangible
assets. The value of the stock issued was $111,000.

In connection with the reverse merger with SuperiorClean Inc., we issued a
$100,000 promissory note to another consultant, which was converted to 1,123,600
shares of common stock, for the value of principal and accrued interest at the
price of $.10 as specified in the note.

On June 8, 2005, Megola issued 240,000 shares of common stock to a firm to
provide investor relations services. The shares were valued at $60,000 or $.25
per share.

All share values were based upon our trading price at the date of issue.

We relied upon Section 4(2) of the Securities Act of 1933, as amended for the
above issuances. We believed that Section 4(2) was available because:

o None of these issuances involved underwriters, underwriting
discounts or commissions;
o We placed restrictive legends on all certificates issued;
o No sales were made by general solicitation or advertising;
o Sales were made only to accredited investors

In connection with the above transactions, although some of the investors may
have also been accredited, we provided the following to all investors:

o Access to all our books and records.
o Access to all material contracts and documents relating to our
operations.
o The opportunity to obtain any additional information, to the extent
we possessed such information, necessary to verify the accuracy of
the information to which the investors were given access.

Prospective investors were invited to review at our offices at any reasonable
hour, after reasonable advance notice, any materials available to us concerning
our business. Prospective Investors were also invited to visit our offices.

EXHIBITS

Item 3

1. Articles of Incorporation of Megola, Inc. *Incorporated by Reference,
Form 10-SB, 5-13-2002
2. Bylaws of Megola, Inc. *Incorporated by Reference, Form 10-SB,
5-13-2002

Item 4

Form of common stock Certificate of the Megola, Inc.(1)

Item 5

Legal Opinion of Williams Law Group, P.A.

Item 10

1. Agreement with UV Innovations, Inc. * Incorporated by reference, 8-K,
12-14-2004
2. Agreement to acquire Megola GmbH by purchasing all of its outstanding
shares for cash.
3. License agreement with Megola GmbH
4. BuyMax Agreement * Incorporated by reference, 8-K, 5-25-2005
5. Agreement with KBM Consulting

Item 23

1 Consent of Malone & Bailey, PC
2 Consent of Williams Law Group, P.A. (included in Exhibit 5.1)

All other Exhibits called for by Rule 601 of Regulation SB-2 or SK are not
applicable to this filing.

(1) Information pertaining to our common stock is contained in our Articles of
Incorporation and Bylaws.

UNDERTAKINGS

Information pertaining to our common stock is contained in our Articles of
Incorporation and Bylaws. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by us is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes to:

(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:

(i) Include any prospectus required by section 10(a)(3) of the
Securities Act;

(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement. Notwithstanding the
foregoing,, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed
that which was registered) any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
(ss.230.424(b) of this chapter) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and

(iii) Include any additional or changed material information on the
plan of distribution.

2. For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.

3. File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on our behalf by the
undersigned, thereunto duly authorized, in Corunna Canada on November 21,
2005.

Megola, Inc.

- ------------------------------------------------------------------------------------------------------------
Title Name Date Signature
- ------------------------------------------------------------------------------------------------------------

Principal Executive Officer Joel Gardner 11-21-2005 /s/ Joel Gardner
Principal Financial Officer and
Principal Accounting Officer
- ------------------------------------------------------------------------------------------------------------

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.

- -------------------------------------------------------------------------------------------------
SIGNATURE NAME TITLE DATE
- -------------------------------------------------------------------------------------------------

/s/ Don Greer Don Greer Director 11-21-2005
- -------------------------------------------------------------------------------------------------
/s/ Todd Clark Todd Clark Director 11-21-2005
- -------------------------------------------------------------------------------------------------
/s/ Joel Gardner Joel Gardner Director 11-21-2005
- -------------------------------------------------------------------------------------------------