UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 1O-QSB
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(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2006
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT
FOR THE TRANSITION PERIOD FROM_____ TO_____
COMMISSION FILE NUMBER: 000-17510
MEGA GROUP, INC.
(EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)
NEW YORK 14-1653446
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
1730 RHODE ISLAND AVE., N.W. SUITE 415, WASHINGTON, DC 20036
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(202) 296-9594
(ISSUER'S TELEPHONE NUMBER)
N/A
(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR,
IF CHANGED SINCE LAST REPORT)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requires for the past 90 days. Yes [ ] No [X]
Indicate by check mare whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
APLLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares
outstanding of each of the issuer's classes of common equity, as of the latest
practicable date: 9,516,959 shares of common stock (including 75,302 shares held
of record by our wholly-owned subsidiary), as of July 15, 2006.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
TABLE OF CONTENTS
MEGA GROUP, INC. AND SUBSIDIARY
INDEX
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PART I FINANCIAL INFORMATION
ITEM 1 Financial Statements
Consolidated Balance Sheets- March 31, 2006 (unaudited) and December 31, 2005 3
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Consolidated Statements of Operations (unaudited) Three Months Ended March 31, 2006 and 2005 4
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Consolidated Statements of Cash Flows (unaudited) Three Months Ended March 31, 2006 and 2005 5
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Notes to Unaudited Consolidated Financial Statements 6
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ITEM 2 Management's Discussion and Analysis of Financial Condition and Results of Operations _
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ITEM 3 Controls and Procedures _
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PART II OTHER INFORMATION _
SIGNATURES _
MEGA GROUP INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2006 AND DECEMBER 31, 2005
MARCH 31,
2006 DECEMBER
(UNAUDITED) 31, 2005
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ASSETS
Cash and cash equivalents $ 92,583 $ 136,634
Other assets 2,285 2,285
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Total current assets 94,868 138,919
Equipment, net of accumulated depreciation of $24,579 and $21,845,
respectively 1,085 1,632
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TOTAL ASSETS $ 95,953 $ 140,551
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LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES
Accounts payable and accrued liabilities $ 1,695,775 $ 1,615,797
Accrued interest 499,136 458,379
Due to shareholders and officers, including convertible notes payable
of $156,602 and $59,002, respectively 465,779 465,779
Notes payable, including convertible notes of $130,000 850,000 850,000
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TOTAL CURRENT LIABILITIES 3,510,690 3,389,955
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STOCKHOLDERS' DEFICIT
Preferred stock, cumulative 8%, $1 par value per share, 400,000
shares authorized, 10,000 shares issued and outstanding with a
liquidation preference of $1 per share 10,000 10,000
Common stock, $0.016 par value per share, 25,000,000 shares
authorized, 9,516,959 shares issued and outstanding 152,271 152,271
Additional paid-in capital 320,416 320,416
Accumulated deficit (3,897,424) (3,732,091)
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Total stockholders' deficit (3,414,737) (3,249,404)
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 95,953 $ 140,551
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THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
CONSOLIDATED BALANCE SHEETS.
MEGA GROUP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2006 AND 2005
2006 2005
(UNAUDITED) (UNAUDITED)
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REVENUE $ 5,175 $ --
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OPERATING EXPENSES
Compensation and benefits 86,250 86,250
Other selling, general and administrative 42,954 34,247
Depreciation 547 547
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TOTAL OPERATING EXPENSES 129,751 121,044
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LOSS FROM OPERATIONS (124,576) (121,044)
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OTHER EXPENSE
Interest expense to stockholders and officers 11,359 11,630
Interest expense 29,398 27,025
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TOTAL OTHER EXPENSE 40,757 38,655
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LOSS BEFORE PROVISION FOR INCOME TAXES (165,333) (159,699)
PROVISION FOR INCOME TAXES -- --
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Net loss $ (165,333) $ (159,699)
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BASIC AND DILUTED NET LOSS PER COMMON SHARE:
Basic and diluted net loss per common share $ (0.02) $ (0.02)
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Basic and diluted weighted average common shares 9,516,959 9,516,959
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The accompanying notes are an integral part of these
consolidated financial statements
MEGA GROUP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2006 AND 2005
2006 2005
(UNAUDITED) (UNAUDITED)
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CASH FLOW FROM OPERATING ACTIVITIES
Net loss $(165,333) $(159,699)
ADJUSTMENT TO RECONCILE CHANGES IN NET ASSETS TO NET CASH FLOW
FROM OPERATING ACTIVITIES
Depreciation 547 547
Accretion of discount -- 2,083
EFFECT OF CHANGES IN NON-CASH WORKING CAPITAL BALANCES
Accounts payable and accrued liabilities 79,978 99,071
Accrued interest 40,757 36,572
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NET CASH FLOW USED IN OPERATING ACTIVITIES (44,051) (21,426)
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CASH FLOW FROM FINANCING ACTIVITIES
Common stock issued -- 1,333
Debt proceeds -- 80,000
Payments on debt to stockholders and officers -- (47,000)
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NET CASH FLOW PROVIDED BY FINANCING ACTIVITIES -- 34,333
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Change in cash and cash equivalents (44,051) 12,907
Cash and cash equivalents, beginning of period 136,634 --
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CASH AND CASH EQUIVALENTS, END OF PERIOD $ 92,583 $ 12,907
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CASH PAID FOR INTEREST $ -- $ --
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CASH PAID FOR TAXES $ -- $ --
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The accompanying notes are an integral part of these financial statements
MEGA GROUP, INC. AND SUBSIDIARY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2006
1. NATURE OF The consolidated financial statements include the
BUSINESS accounts of the Mega Group, Inc., a New York corporation
and its wholly owned subsidiary, Small Business
Investment Corporation of America, Inc. (SBICOA), an
Oregon corporation (collectively, the Company). All
significant inter-company transactions and accounts have
been eliminated in the consolidated financial
statements. The Company's current business plan is to
provide diversified financial services to ethnic
communities and faith-based entities in the United
States and to operate as a specialized financial
institution providing loans and investments for
businesses in low and moderate income communities.
2. INTERIM The accompanying unaudited consolidated financial
FINANCIAL statements of the Company have been prepared in
PRESENTATION accordance with accounting principles generally accepted
in the United States of America for interim financial
information and with the instructions to From 10-QSB.
Accordingly, they do not include all the information
required for complete financial statements. In the
opinion of management, all adjustments and
reclassifications considered necessary for a fair
presentation have been included. All such adjustments
are of a normal recurring nature. Operating results for
the three month period ended March 31, 2006, are not
necessarily indicative of the results that may be
expected for the year ending December 31, 2006 or any
other period. The enclosed unaudited consolidated
financial statements should be read in conjunction with
the consolidated financial statements and footnotes
thereto incorporated by reference in the Company's
Annual Report on Form 10-KSB for the year ended December
31, 2005.
NET LOSS PER Basic net loss per common share is calculated by
COMMON dividing the net loss attributable to common
SHARE stockholders by the weighted average number of common
shares outstanding during the year. Diluted earnings per
share is calculated using the weighted average number of
common shares plus dilutive common stocks equivalents
outstanding during the period. Anti-dilutive common
stock equivalents are excluded. Common stock equivalents
are stock options.
MEGA GROUP, INC. AND SUBSIDIARY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2006
STOCK OPTION The Company adopted the fair-value recognition provision
ACCOUNTING of SFAS No. 123 (as revised in 2004 and referred to as
"SFAS No. 123R") Accounting for Stock-based
Compensation. SFAS 123R generally eliminates variable
accounting and requires companies to recognize in the
income statement over the vesting period of the options
an estimate of expense based on the fair value of those
options, typically as of the date of grant.
In June 2001, the Company granted one of its directors
options, exercisable until June 30, 2006 or until 30
days prior to the commencement of any registered public
offering of its equity securities, whichever comes
first, to purchase a total of 100,000 shares of its
common stock for $.50 per share. The Company has
estimated the value of these options to be insignficant
based on the Black-Scholes model with the following
assumptions: expected life: 2.9 years; Volatility: 0.0%;
Risk-free interest rate: 5.0% and dividend yield: 0.0%.
3. FINANCIAL As of March 31, 2006, the Company has a deficiency in
CONDITION stockholders' equity and a working capital deficit of
approximately $3,414,000. The Company has not been
successful to date in executing its business plan and
there are no guarantees that it will be successful in
implementing it in the future. The Company has not
generated significant revenue from its business plan and
has primarily relied upon contributions and loans from
shareholders to fund operations. The Company will
require significant new capital funding to implement the
business plan and to satisfy the Company's cash
requirements for the next twelve months. There are no
guarantees the Company's shareholders will continue to
fund operations or that there is a viable market for the
Company to raise the required capital. The Company is in
default on the majority of its debt and is significantly
delinquent on amounts owed to vendors and employees. The
Company will require capital funding in order to fund
the capital deficit. The Company is delinquent in all
required tax filings for the years ending December 31,
2003, 2004, and 2005.
MEGA GROUP, INC. AND SUBSIDIARY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2006
3. FINANCIAL The intent of the Company's management is to direct it
CONDITION, into new business lines providing financial services to
CONTINUED currently underserved ethnic minorities through
alliances with churches and other organizations serving
those groups. The Company intends in the near term to
obtain additional equity funding and to obtain
additional debt financing to pursue these new lines of
business and to provide the funds to satisfy its current
obligations. The extent to which the Company can raise
additional equity and financing and achieve profitable
operations from new business activities will determine
if the Company can continue as a going concern.
Management believes it will be successful in obtaining
additional equity and debt financing, but no assurances
can be given in this regard.
4. RELATED PARTY The Company owes certain of our stockholders $465,779 as
TRANSACTIONS of March 31, 2006 and December 31, 2005, of which
$326,241 are notes payable and $139,538 was for expenses
paid by the stockholder on the Company's behalf. The
Company is in default on all notes payable. The Company
originally owed a stockholder $139,538 (Stockholder
Obligation) for expenses paid on the Company's behalf.
The Stockholder Obligations has no specified terms for
interest or repayment. The Stockholder Obligation was
discounted by $25,000 based on a 6% discount rate during
the year ending December 31, 2003 based on the Company
repaying the stockholder in the year ending December 31,
2006. The Stockholder Obligation is being amortized into
the liability through interest expense. For each of the
periods ending March 31, 2006 and 2005, the Stockholder
Obligation accreted by $0 and $2,083, respectively.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
Forward-Looking Statements. This management's discussion and analysis of
financial condition and results of operations and other portions of this report
include forward-looking statements such as: statements of the Company's goals,
intentions, and expectations; estimates of risks and of future costs and
benefits; and statements of the Company's ability to achieve financial and other
goals. These forward-looking statements are subject to significant uncertainties
because they are based upon: the amount and timing of future changes in market
behaviors and other economic conditions; future laws and regulations; and a
variety of other matters. Because of these uncertainties, the actual future
results may be materially different from the results indicated by these
forward-looking statements. In addition, the Company's past performance does not
necessarily indicate its future results.
GENERAL- THREE MONTHS ENDED MARCH 31, 2006 AND 2005
During the first quarter 2006 and 2005, we generated nominal revenue of $5,175
and $0, respectively and we realized a net loss of $165,333 and $159,699,
respectively. We had operating expenses in the total amount of $129,751 and
$121,044, respectively, and interest expenses of $40,757 and $38,655,
respectively. The increases in operating expenses were primarily a result of
inflationary factors. Interest expense increased as a result of borrowings made
during the year ended December 31, 2005. During the first quarter 2006, we
sustained operations substantially through private borrowings received in 2005.
FINANCIAL CONDITION
Our cash position decreased from $136,634 at December 31, 2005 to $92,583 at
March 31, 2006 primarily due to use of cash to fund operating expenses. We have
applied a 100% valuation allowance for our net deferred tax assets of
approximately $4,457,000, which is primarily from our net operating loss
carry-forward, because the realization of the net deferred tax asset is likely
not to be realized as a result of either change in control limitations or lack
of income prior to expiration.
Our total liabilities increased from $3,389,955 as of December 31, 2005 to
$3,510,690 as of March 31, 2006 as a result of withholding payments to vendors,
employees, and debt holders. As of March 31, 2006 the Company has a deficiency
in stockholders' equity and working capital of approximately $3,414,000 In
addition, the Company is in default on the majority of our notes payable and is
significantly delinquent in amounts owed to vendors and employees. We have and
will continue to primarily rely upon private debt offerings and stockholder
contributions to fund liquidity requirements. There is no guarantee that
stockholders will continue to fund operations or that there is a viable market
for us to raise equity or debt in the future. We plan to fund the deficiency by
implementation of our business plan and through additional equity fundings.
As of March 31, 2006, the Company has capital resources, primarily made up of
cash and cash equivalents of $92,583. The Company is committed to pay
approximately $94,000 as part of a non-cancelable lease agreement over the next
four years. The Company is in default or has debt coming due in 2006 of
approximately $1,176,000. Additionally, the Company has approximately $499,136
of accrued and unpaid interest related to the debt required to be paid in 2006.
The Company plans to raise capital through equity and debt means to fulfill
these capital requirements. There is no guarantee that there is a viable market
for us to raise the required equity or debt in the future.
ITEM 3. CONTROLS AND PROCEDURES.
The Company's management, under supervision and with the participation of its
Chief Executive Officer and Chief Financial Officer, evaluated as of the last
day of the period covered by this report, the effectiveness of the design and
operation of the Company's disclosure controls and procedures, as defined in
Rule 13a-15 under the Securities Exchange Act of 1934. Based on that evaluation,
the Chief Executive Officer and Chief Financial Officer concluded that the
Company's disclosure controls and procedures were adequate. There were no
significant changes in the Company's internal controls over financial reporting
(as defined in Rule 13a-15 under the Securities Act of 1934) for the period
ended March 31, 2006 that have materially affected, or are reasonably likely to
materially affect, the Company's internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company has entered into routine proceedings incidental to its business, and
does expect that these proceedings will have a material adverse effect on the
Company.
ITEM 2. CHANGES IN SECURITIES.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Note payable to a stockholder and officer, unsecured, convertible into common shares of
stock of Mega group at a conversion price of $0.333 per share, bearing interest at 7.25%
due February 2006. The Company is delinquent in payments and accordingly is in default
on this note. $ 100,000
Note payable to a stockholder and officer, unsecured, bearing interest at 15%, due
December 2003. The Company is delinquent in payments and accordingly is in default on
this note. 143,025
Note payable to a stockholder and officer, unsecured, bearing interest at 5%, due May
2004. The Company is in default on this note, and accordingly, it is classified as a
current liability. 2,500
Note payable to a stockholder and officer of the Company, unsecured, convertible into
common shares at a conversion price of $ 0.3333 per share due on December 2003, bearing
interest at 15%. The Company is delinquent in payments and accordingly is in default on
this note. 56,602
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Total amount payable to officers 302,127
Note payable to a stockholder of the Company for redemption of the Company's common
shares, unsecured, bearing interest at 6%, due June 15, 2000. The Company is delinquent
in payments and accordingly is in default on this note. 24,114
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Total amount payable to stockholders and officers 326,241
Note payable to an individual for a cash loan, unsecured, bearing interest at 12%. The
Company is delinquent in payments and accordingly is in default on this note. 100,000
Note payable, unsecured, bearing interest at 12.5%, due June 2003. The Company is
delinquent in payments and accordingly is in default on this note. 60,000
Working capital notes payable to Matah Holding, LLC, bearing interest at 12%, due April
14, 2003. The Company is delinquent in payments and accordingly is in default on this
note. 485,000
Note payable, unsecured, convertible into common shares of stock of Mega Group at a
conversion price of $0.3333 per share, bearing interest at 10%, due Jan 2006. The
Company is delinquent in payments and accordingly is in default on this note. 10,000
Note payable, unsecured, convertible into common shares of stock of Mega Group at a
conversion price of $0.3333 per share, bearing interest at 10%, due Jan 2006. The
Company is delinquent in payments and accordingly is in default on this note. 20,000
Note payable, unsecured, convertible into common shares of stock of Mega group at a
conversion price of $0.3333 per share, bearing interest at a 10%, due Jan 2006. The
Company is delinquent in payments and accordingly is in default on this note. 50,000
Note payable, unsecured, bearing interest at 10% Due January 2006. The Company is
delinquent in payments and accordingly is in default on this note. 25,000
Note payable, unsecured, bearing interest at 10% Due January 2006. The Company is
delinquent in payments and accordingly is in default on this note. 25,000
Note payable, unsecured, bearing interest at 10% Due January 2006. The Company is
delinquent in payments and accordingly is in default on this note. 25,000
Note payable, unsecured, bearing interest at 10% Due January 2006. The Company is
delinquent in payments and accordingly is in default on this note. 25,000
Note payable, unsecured, convertible into common shares of stock of Mega group at a
conversion price of $0.3333 per share, bearing interest at 10%, due Jan 2006. The
Company is delinquent in payments and accordingly is in default on this note. 25,000
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TOTAL $ 1,176,241
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS
Exhibit 99.1 (a), (b), 18 U.S.C Section 1350 Certifications
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.
Date: July 21, 2006 MEGA GROUP, INC.
By: /s/ JOHN H. BROWN
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JOHN H. BROWN
CHIEF EXECUTIVE OFFICER
Date: July 21, 2006 By: /s/ JOYCE BROWN
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JOYCE BROWN
CHIEF FINANCIAL OFFICER
16