MEGA HOLDING CORP
10QSB, 1998-04-21
MORTGAGE BANKERS & LOAN CORRESPONDENTS
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                    U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                   FORM 10-QSB

     [X]  Quarterly  report  pursuant  to Section 13 or 15(d) of the  Securities
Exchange Act of 1934.

     For the quarterly period ended February 28, 1998.

     [ ] Transition  report  pursuant to Section 13 or 15 (d) of the  Securities
Exchange Act of 1934.

     For the transition period from                      to

     Commission File Number: 001-12509


                               MEGA HOLDING CORP.
- --------------------------------------------------------------------------------
              (Exact name of registrant as specified in its charter


             New York                                13-2793653
- --------------------------------------------------------------------------------
    (State of other jurisdiction of                (I.R.S. Employer
      incorporation or organization               Identification No.)

                278A New Dorp Lane, Staten Island, New York 10306
- --------------------------------------------------------------------------------
                     Address of principal executive offices)

                                  718-667-9117
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

                                (Not Applicable)
- --------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report

     Indicate by check mark, whether the registrant::  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Exchange  Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

        Yes x            No


     Indicate the number of shares  outstanding of each of the issuer's  classes
of stock as of the close of the period covered by this report.

       Class                                     Number of Shares Outstanding

       Common Shares                                   3,615,000

       Transitional Small Business Disclosure Format:   Yes    No  x


<PAGE>

                                     PART I

                              FINANCIAL INFORMATION

     Item 1. Financial Statements

     The condensed financial  statements for the periods ended February 28, 1998
included  herein  have been  prepared by Mega  Holding  Corp.  (the  "Company"),
without  audit,  pursuant to the rules and  regulations  of the  Securities  and
Exchange  Commission  (the  "Commission").  In the  opinion of  management,  the
statements  include all  adjustments  necessary to present  fairly the financial
position of the Company as of February 28, 1998,  and the results of  operations
and cash flows for the six month periods ended February 28, 1998 and 1997.

     The Company's  results of operations during the six months of the Company's
fiscal year are not necessarily indicative of the results to be expected for the
full fiscal year.


                                       2
<PAGE>

                               MEGA HOLDING CORP.
                                 BALANCE SHEET



                                     ASSETS

                                                  February 28      August 31,
                                                      1998           1997
                                                  (Unaudited)      (Audited)
                                                  -----------      ---------
Current  Assets:
  Cash                                            $  12,673      $  15,060
  Accounts  Receivable                               36,840         51,671
  Royalties  Receivable (Note 2)                        376            375
  Notes  Receivable (Note 3)                        128,200        129,200
                                                  ----------     ----------
    Total  Current  Assets                          178,089        196,306
                                                  ----------     ----------
Property  and  Equipment
  Office  Equipment  at  Cost (Note 1)               67,224         66,664
    Less:  Accumulated  Depreciation                (44,613)       (39,192)
                                                  ----------     ----------
    Total  Property  and  Equipment                  22,611         27,472

Investments  and  Other  Assets:
  Marketable  Securities (Notes  1 & 4)              46,991         31,765
  Restricted  Securities - par  value (Note 5        24,789          3,287
  Royalties  Receivable (Note 2)                    154,117        154,493
                                                  ----------     ----------
    Total  Investments  &  Other  Assets            225,897        189,545
                                                  ----------     ----------
Total  Assets                                     $ 426,597      $ 413,323
                                                  ==========     ==========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Notes Payable                                   $   1,100      $      --
  Officer's Loan                                         --          5,000
  Payroll Taxes Payable                                  --            188
                                                  ----------     ----------
    Total Current Liabilities                         1,100          5,188
                                                  ----------     ----------

Long - Term Liabilities:
  Deferred Taxes (Note 7)                             2,233          2,233
                                                  ----------     ----------
    Total Long - Term Liabilities                     2,233          2,233
                                                  ----------     ----------

Commitments and Contingent Liabilities (Note 6)

Stockholder's  Equity:
  Common Stock - $.01 par value
  Authorized  20,000,000  shares
    Issued 3,615,000  shares                         36,150         36,150
  Paid In Capital                                   488,616        488,616
  Retained Deficit                                 (101,502)      (118,864)
                                                  ----------     ----------
    Total Stockholder's  Equity                     423,264        405,902
                                                  ----------     ----------
Total Liabilities and Stockholders' Equity        $ 426,597      $ 413,323
                                                  ==========     ==========



              See accompanying notes to the financial statements.

                                        3
<PAGE>
                                                 

                               MEGA HOLDING CORP.
                             STATEMENT OF EARNINGS
                             FOR THE PERIODS ENDED

                                            February 28, February 28, August 31,
                                                1998        1997        1997
                                            (Unaudited)  (Unaudited) (Audited)
                                            -----------  ----------- ---------

Net Sales                                  $ 122,622   $  96,040   $ 200,203

Cost Of Sales                                 32,445      50,053      96,794
                                            ---------   ---------   ---------
  Gross Profit                                90,177      45,987     103,409
                                            ---------   ---------   ---------
General and Administrative Expenses:
  Advertising                                  2,483          27          27
  Commissions                                 28,725      29,155      69,078
  Credit Reports                                 447         445         671
  Dues                                         1,304          --         275
  Education/Seminars                             800          --          --
  Executive Compensation                          --          --     113,216
  Insurance                                      747          --         889
  Miscellaneous                                1,218       2,971       3,860
  Office Expense                              14,109       7,574      17,580
  Payroll and Associated Costs                 2,881       1,416       6,658
  Postage                                      1,111          --          --
  Professional                                 1,000       6,000       6,000
  Rent                                         7,883       9,116      14,348
  Taxes                                           --      11,223      11,835
  Telephone and Utilities                      3,032       3,508       9,728
  Travel and Entertainment                     6,929       7,627      21,883
  Depreciation                                 5,421       1,196       7,832
                                            ---------   ---------   ---------
  Total Operating Expenses                    78,090      80,258     283,880
                                            ---------   ---------   ---------

  Earnings Before Unrealized Holding Loss
    on Marketable Securities, Other
    Income, and Income Taxes                  12,087     (34,271)   (180,471)

  Unrealized Holding Loss on 
    Marketable Securities                    (10,375)    (91,810)    (41,127)
                                            ---------   ---------   ---------
  Other  Income:
    Royalties Income                           3,275         343         375
    Interest Income - Royalties               12,375      12,407      12,375
    Interest Income - Other                       --          --          55
    Total Other Income                        15,650      12,750      12,805
                                            ---------   ---------   ---------
  Income Before Income Taxes                  17,362    (113,331)   (208,793)
                                            ---------   ---------   ---------
  Provision For Income  Taxes                     --          --     (70,990)
                                            ---------   ---------   ---------
  Net Income/(Loss)                         $ 17,362    (113,331)   (137,803)
                                            =========   =========   =========

    Net Earnings/(Loss) Per Share:
    Net Earnings/(Loss)                     $   0.005   $  (0.031)  $  (0.038)
    Weighted Average Number
      of Common Shares                      3,615,000   3,615,000   3,615,000
                                            =========   ==========  ==========



              See accompanying notes to the financial statements.


                                       4
<PAGE>


                               MEGA HOLDING CORP.
                            STATEMENT OF CASH FLOWS
                             FOR THE PERIODS ENDED



                                                       February 28,   August 31,
                                                           1998         1997
                                                       (Unaudited)    (Audited)
                                                        ---------     ---------
Cash Flow from Operating Activities:
  Net Income/(Loss)                                    $  17,362     $(137,803)

  Adjustments To Reconcile Net 
  Income/(Loss) To Net Cash (Used)/
   Provided in Operating Activities:
    Depreciation                                           5,421         7,832
    Unrealized Holding (Gain)/Loss on
      Marketable Securities                               10,375        41,127
    (Increase)/Decrease in Accounts Receivable            14,831        (8,171)
    (Increase)/Decrease in Royalties Receivable              375           343
    Increase/(Decrease) in Accounts Payable                   --        (6,257)
    Increase/(Decrease) in Deferred Taxes                     --       (55,000)
    Increase/(Decrease) in Payroll Taxes Payable            (188)          188
                                                        ---------     ---------
    Total Adjustments                                     30,814       (19,938)
                                                        ---------     ---------
  Net Cash (Used)/Provided by Operating Activities        48,176      (157,741)


Cash Flow From Investing Activities:
    (Purchase)/Disposal of Property, Plant & Equipment      (560)      (15,249)
    (Increase)/Decrease in Marketable Securities         (25,601)      145,855
    (Increase)/Decrease in Restricted Securities         (21,502)       26,713
                                                        ---------     ---------
     Net Cash Provided by Investing Activities           (47,663)      157,319

 Cash Flow From Financing Activities:
    (Increase)/Decrease in Notes Receivable                1,000         5,800
    Increase/(Decrease) in Notes Payable                    1,100            --
    Increase/(Decrease) in Officer's Loans                (5,000)        5,000
                                                        ---------     ---------
   Net Cash Provided by Financing Activities              (2,900)       10,800
                                                        ---------     ---------
 Net Increase/(Decrease) in Cash                          (2,387)       10,378

 Cash at the Beginning of the Period                      15,060         4,682
                                                        ---------     ---------
 Cash at the End of the Period                          $ 12,673      $ 15,060
                                                        =========     =========




              See accompanying notes to the financial statements.

                                        5


<PAGE>

                               MEGA HOLDING CORP.
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY




                                           Additional               Total
September 1,  1996                Common    Paid In    Retained   Stockholders'
To February 28, 1998              Stock     Capital    Deficit      Equity
- --------------------           ----------  ---------- ----------  -----------
September 1, 1996              $  36,150   $ 488,616  $  18,939    $ 543,705

Net Loss - 1997                                        (137,803)    (137,803)
                               ----------  ---------- ----------  -----------
Total Stockholders' Equity
As of August 31, 1997             36,150     488,616   (118,864)     405,902

Net Income - February 1998                               17,362       17,362
                               ----------  ---------- ----------  -----------

Total Stockholders' Equity
As Of February 28, 1998        $  36,150   $ 488,616  $(101,502)   $ 423,264
                               ==========  ========== ==========   ==========








              See accompanying notes to the financial statements.


                                        6


<PAGE>
                               MEGA HOLDING CORP.
                        FOOTNOTES TO FINANCIAL STATEMENTS
                               FEBRUARY 28, 1998

Note 1 -  Basis of Presentation and Significant Accounting Policies:

     Mega Holding Corp.  (the Company) was formed as a New York  corporation and
commenced  business  on March 31,  1970.  The  Company  offers its  services  to
corporations that are seeking banking and investment banking relationships.  The
Company  charges a fee for these services and at times earns an equity  interest
in these  companies.  Fees are also earned from  clients  that wish to go public
and/or raise capital.  The Company is licensed and registered  with the New York
State  Banking  Department  as a  mortgage  broker  wherein  it earns  fees.  In
addition,  the  Company  receives  royalties  from  Powderhorn  Incorporated  (a
subsidiary of Peabody Coal Company) located in Palisade, Colorado.

A) Property and Equipment

     Property and equipment are carried at cost less  accumulated  depreciation.
Depreciation  is  calculated  by using the modified  accelerated  cost  recovery
system as provided  by the tax reform act of 1986 for  property  acquired  after
December 31, 1986. The recovery classifications are five years for furniture and
fixtures and office equipment.

     Expenditures for maintenance and repairs are charged to expense as incurred
whereas major improvements are capitalized.

B) Marketable Securities

     In May 1993, the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards No. 115, "Accounting for Certain Investments in
Debt and Equity Securities," effective for fiscal years beginning after December
15, 1993. This statement considers debt securities that the Company has both the
positive  intent and ability to hold to maturity are carried at amortized  cost.
Debt  securities  that the Company does not have the positive intent and ability
to hold to maturity and all  marketable  equity  securities  are  classified  as
available-for-sale  or trading  securities and are carried at fair market value.
Unrealized   holding   gains   and   losses   on   securities    classified   as
available-for-sale  are carried as a separate component of stockholders' equity.
Unrealized  holding  gains and losses on  securities  classified  as trading are
reported in earnings.  Management  determines the appropriate  classification of
marketable  equity and debt  securities at the time of purchase and  reevaluates
such designation as of each balance sheet date. 

C) Revenue Recognition

     The Company recognizes  revenues at the point in time when the stock in the
newly formed company is sold and with reference to the mortgage brokering aspect
of the Company when commissions are received.


                                       7

<PAGE>

D) Cost of Sales

     The cost of sales consist  primarily of those  expenditures  accumulated as
the Company completes and maintains a spin-off of the original company.

E) Income Taxes

     The Company  adopted the  provisions  of Statement of Financial  Accounting
Standards (SFAS) No. 109, "Accounting for Income Taxes", which requires a change
from the deferral  method to the assets and liability  method of accounting  for
income taxes.  Timing differences exist between book income and tax income which
relate primarily to the recognition of income.

F) Net Earnings/(Loss) Per Common Share

     Net   earnings/(loss)  per  common  share  are  computed  by  dividing  net
earnings/(loss)  by the  weighted  average  number of  shares  of  common  stock
outstanding during the period.

Note 2 - Royalties Receivable:

     On  September  29, 1994,  the Company  resolved a royalty  dispute  whereby
Powderhorn  Incorporated  pays the Company  additional  royalties  with a future
value  of   $624,044.   This   amount  is  payable  at  $12,750  per  annum  for
non-production royalty and a royalty based on levels of production.

                                                   February 28,       August 31,
                                                      1998              1997
                                                   (Unaudited)       (Audited)
                                                   -----------       ----------
Royalties Receivable From Court Settlement:
           Non-interest bearing receivable,
           receivable in annual installments
           of $12,750; due 2043.                   $ 573,044       $  585,794

           Less unamortized discount based
           on imputed interest rate of 8%.           418,551          430,926

           Royalties receivable less unamortized
           discount.                                 154,493          154,868

           Less: Current Portion                         376              375

           Total Long-Term Royalties Receivable    $ 154,117       $  154,493
                                                   =========       ==========

     Due to the large nature of  Powderhorn  and its prior history in payment of
like kind transactions, management believes all royalties will be collected on a
timely basis.



                                       8

<PAGE>

Note 3 - Notes Receivable:

     In 1993, the Company entered into a loan agreement with AWEC for the sum of
$100,000. This loan is non-interest bearing and due in 1998. With this note, the
Company has two (2) options.  Option one maintains the Company carry the note to
maturity  and  receive  face  value.  Option two gives the  Company the right to
convert the  outstanding  note  receivable into AWEC common stock at fair market
value. This right may be exercised at the Company's option during 1998.

     In 1996, the Company  received notes from Bonsangue and Nocito companies in
the  amounts of $30,000  and $5,000  respectively.  Both notes are  non-interest
bearing and are  considered  current.  At February 28, 1998 and August 31, 1997,
Bonsangue has repaid $13,300 and $13,300, respectively.

Note 3 - Notes Receivable: (continued)

     During 1997,  the Company  received a note from the Berkshire  Group in the
amount of $20,000.  This note is non-interest bearing and is due within the next
twelve months. At February 28, 1998 and August 31, 1997, the Berkshire Group has
repaid $13,500 and $12,500, respectively.

Note 4 - Marketable Securities:

     As discussed in Note 1, the Company  adopted the provisions of Statement of
Financial   Accounting   Standards  (SFAS)  No.  115,  "Accounting  for  Certain
Investments in Debt and Equity  Securities." At February 28, 1998 and August 31,
1997,  all of the  Company's  marketable  equity  securities  are  classified as
trading securities; they were purchased with an intent to resell them within the
next year.

     The  current  marketable  securities  represents  an equity  investment  in
various  corporations  which the Company  considers  as trading  securities.  At
February 28, 1998,  these  securities had an original cost of $57,366 whereas at
August 31, 1997,  the cost basis was $76,179;  both of which were  determined by
multiplying  the number of shares  being  purchased  by the fair market value of
those  shares.  At February 28, 1998 and August 31,  1997,  the market value was
$46,991 and  $35,052,  respectively;  determined  by  multiplying  the number of
shares held by the fair market value of those shares at the balance  sheet date.
The difference  between the cost and fair market value  represents an unrealized
holding loss and is included in current earnings.

Note 5 - Restricted Securities:

     The Company owns various  securities  that are restricted by the Securities
and Exchange  Commission from sale. These  restricted  securities are carried at
par value  totaling  approximately  $24,789 and $3,287 at February  28, 1998 and
August  31,  1997,  respectively.  The  fair  market  value  of  the  restricted
securities  held at the balance  sheet date is  determined  by the cost basis of
those  securities.  If there were no cost basis, the number of shares multiplied
by the given par value would be used.


                                       9

<PAGE>

Note 6 - Executive Compensation:

     As  president,  Thomas  Abate  intermittently  receives  shares of stock as
compensation.  At February 28, 1998, no non-cash  compensation had been received
whereas  approximately  $23,000 had been  received for the year ended August 31,
1997.

Note 7 - Commitments and Contingent Liabilities:

     The  Company is  engaged in a three year lease for its office  space in the
amount of $1,302.29 per month. This  non-cancelable  lease began January 1, 1996
and expires January 31, 1999.

     Future minimum lease payments are summarized as follows:

                February 28,                              Amount
                ------------                           ---------
                    1999                               $  14,325
                                                         =======
Note 8 - Income Taxes:

     As discussed in Note 1, the Company  adopted the provisions of Statement of
Financial Standards (SFAS) No. 109 "Accounting for Income Taxes". Implementation
of SFAS 109 did not have a material  cumulative  effect on prior periods nor did
it result in a change to the current year's provision.

     A) The effective tax rate for the Company is  reconcilable to statutory tax
rates as follows:

                                                  February 28,      August 31,
                                                     1998              1997
                                                   (Unaudited)      (Audited)
                                                  ------------      ----------
                                                      %                 %
    U.S. Federal Statutory Tax Rate                   34               34
    Valuation allowance for deferred tax
      assets allocated to income tax expense         (34)             (34)
                                                    ------           ------
        Effective Tax Rate                          - 0 -            - 0 -
                                                    ======           ======


Note 8 - Income Taxes: (continued)

     B) Deferred  income taxes are provided for  differences  between  financial
statement and income tax  reporting.  The principal  difference is the manner in
which income is recognized for financial and income tax reporting purposes.  the
End of the Period $ 12,673 $ 15,060

                                       10

<PAGE>

     Item 2:  Management's  Discussion  and Aalysis of Fnancial  Condition and
Results of Operations

Results of Operations

Six Months Ended February 28,1998 Compared to Six Months Ended February 28, 1997
- --------------------------------------------------------------------------------

     Revenues for the six months ended  February 28, 1998  increased  $26,582 or
27.7% when  compared to the six months ended  February 28, 1997.  During the six
months ended February 28, 1998,  the Company  generated  $62,302  (66.8%) of its
revenues from business and financial  consulting  services,  $15,650 (11.32%) of
its  revenues  from its mining  royalty  interest,  and  $30,320  (21.9%) of its
revenues  from  mortgage  brokering  activities.  During  the six  months  ended
February 28, 1997, the Company  generated  $96,040  (88.0%) of its revenues from
business and  consulting  services,  $12,750  (12.0%) of its  revenues  from its
mining  royalty  interest,  and $ -0-  (0.0%)  of  its  revenues  from  mortgage
brokering activities.

     Business and financial  consulting  services  revenues  decreased by $3,738
(3.9%) due to everyday operating activities.  Revenues from the Company's mining
royalty  interest  increased by $2,900  (22.8%) due to the extraction of coal in
excess of the agreed upon  300,000  tons.  The Company,  therefore,  received an
additional  royalty of $.0425 per ton in excess of the  300,000  tons during the
interim period.  Additionally,  mortgage  brokering  activity revenues increased
$30,320 due to the Company assimilating to its new strategy.

     Cost of sales for the six months  ended  February  28,  1998  decreased  by
$17,608 (35.2%) when compared to the six months ended February 28, 1997. General
and  administrative  expenses  however,  decreased by $2,168  (2.7%) for the six
months ended  February 28, 1998 when  compared to the six months ended  February
28,  1997 due to normal  operating  activities.  Additionally,  taxes  decreased
$11,223 (100.0%) due to the full payment being remitted for prior period.

     As a percentage of sales,  cost of sales  decreased  from 46.0% for the six
months ended  February  28, 1997 to 23.5% for the six months ended  February 28,
1998 and general and  administrative  expenses  decreased from 73.8% for the six
months ended  February  28, 1997 to 56.5% for the six months ended  February 28,
1998. These percentage  decreases are attributable to the Company showing higher
revenues  for the six months  ended  February  28,  1998 as  compared to the six
months ended February 28, 1997.

     While marketable securities  decreased,  restricted securities increased at
February  28, 1998 when  compared to February  28, 1997 due to the  disposal and
depreciation of various  securities during the interim period.  Accordingly,  an
unrealized  holding loss has been shown for the six month periods ended February
28, 1998 and 1997. This  occurrence was due to the securities  acquired prior to
February  28,  1997  depreciating  in value by August  31,  1997  whereas  those
acquired  subsequent to August 31, 1997  appreciated in value for the six months
ended  February 28, 1998.  Additionally,  a number of  securities  had been sold
during the interim period.

     The Company gains interests in other companies by acquiring  shares of such
companies'  stocks.  The Company  acquires these  securities  with the intent to
resell them within the next twelve months. The Company's  marketable  securities
for the six months  ended  February  28, 1998  decreased  $79,946  from the same
period in the prior fiscal year.  This decrease is  attributable to two factors:
(1) the Company  acquired  securities  with a 


                                       11

<PAGE>

market  value  of  $18,062  during  the 1998  period;  and  (2)  although  these
securities  appreciated in value,  pre-existing  holdings  depreciated to a much
higher degree causing the Company to show an unrealized  holding loss of $10,375
at the end of the six month 1998 period.  Management classifies these marketable
securities as trading  securities because the Company purchases these securities
principally  for the purpose of reselling  them in the near term. The securities
are,  therefore,  reported  on the balance  sheet at fair market  value with any
unrealized  holding gains and losses included in current earnings.  As a result,
for the six months ended  February 28, 1998,  the Company's  net gain  increased
$130,693 (115.3%) when compared to the six months ended February 28, 1997.

Liquidity and Capital Resources
- -------------------------------

     As of February 28, 1998, the Company's  current assets exceeded its current
liabilities by $201,778; however, only $12,673 of current assets was composed of
cash with the remainder being comprised of various receivables.

     Historically,  the Company has  financed its  operations  through cash flow
from operations. Due to the current operating cash flow, the Company has no need
to maintain any external funding sources.

     As of February  28,  1998,  the Company  had no  material  commitments  for
capital expenditures.

     During the six months ended February 28, 1998,  there were no fees received
by the Company in the form of stock. To date, the amounts  received in stock are
minimal,  thus having no material effect on the Company's  liquidity and overall
financial position. In the future, the Company plans to continue distributing to
its  shareholders  most of the stock that it receives in other entities.  If the
fees  received  are more so in the form of stock than cash,  and  continue to be
distributed  to the  Company's  shareholders,  the  Company's  liquidity  may be
adversely affected. However, management anticipates, but cannot assure, that the
cash  portion  of fees  received  and the  proceeds  from the sale of stock  not
distributed  to the  Company's  shareholders  will be  sufficient  to  meet  the
Company's  anticipated  cash flow needs.  Where the Company receives shares with
restrictions  on  transfer,  the  Company  will be  required to hold such shares
indefinitely  and will only be able to sell such  shares if and when the  shares
are registered on an exemption from registration is available, and if and when a
market for such securities develops. Accordingly, such shares are not be able to
be used to meet cash flow needs.

     At  February  28,  1998,   royalties  due  from  Powderhorn   International
represented 36.1% of the Company's total assets.  Based upon Powderhorn's  prior
history  in  payment  of like kind  transaction,  management  believes  that all
royalties will be collected on a timely basis.

Item 3. Description of Properties

     The Company  maintains  its  principal  executive  offices at 278A New Dorp
Lane,  Staten  Island,  New York in an  approximately  1,300  square foot office
facility  pursuant to a lease  originally  entered  into in January,  1984,  and
thereafter renewed periodically. The current renewal term expires on January 31,
1999.  The annual  rental is $8,400 per annum  ($700 per  month)  plus  tenant's
proportionate share of real estate taxes and escalations  premises in the amount
of $602.29 per month for a total annual rental of $15,627.48.


                                       12


<PAGE>

                                     PART II

                                OTHER INFORMATION

     Item 1. Legal Proceedings.

     There are no legal proceedings.  The Company is not aware of any threatened
legal  proceedings  to which it may be a party or to which its  property  may be
subject.

     Item 2. Changes in Securities

     Not applicable.

     Item 3. Defaults upon Senior Securities.

     Not applicable.

     None.

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

     An annual meeting of shareholders  was held on January 29, 1998.  Thomas M.
Abate,  James D. Paulsen and John M. Seroor were elected  directors by a vote of
2,554,499 to 0. McManus & Co.,  P.C. were approved as auditors of the Company by
a vote of 2,552,999 to 0 with 1,500 absentions.  The Company's 1998 Nonstatutory
Stock  Option  Plan to be  administered  by the board of  directors  under which
1,000,000  common  shares have been reserved was approved by a vote of 2,553,349
to 0 with 1,150 abstentions.

     Item 5. Other Information

     Not applicable.

     Item. 6, Exhibits and Reports on Form 8-K.

     No report on Form 8-K was filed with the Securities and Exchange commission
for the period covered by this report.


                                       13
<PAGE>

                                   SIGNATURES

     In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant  caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.



                                           MEGA HOLDING CORP.
                                                (Registrant)

                                            s/Thomas M. Abate
                                            -----------------------
                                             Thomas M. Abate,
                                             President and Principal
                                             Executive Officer


                                            s/John M. Seroor
                                            -----------------------
                                             Treasurer and Principal
                                             Financial Officer



     Dated: April 14, 1998










                                       14



<TABLE> <S> <C>

<ARTICLE>                     5
<LEGEND>

     This  schedule  contains  summary  financial   information  extracted  from
financial  statements  for the six month period  ended  February 28, 1998 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
       
<S>                                <C>
<PERIOD-TYPE>                      6-MOS
<FISCAL-YEAR-END>                                       AUG-31-1997
<PERIOD-END>                                            FEB-28-1998
<CASH>                                                     12,673
<SECURITIES>                                               71,780
<RECEIVABLES>                                             319,533
<ALLOWANCES>                                                    0
<INVENTORY>                                                     0
<CURRENT-ASSETS>                                          178,089
<PP&E>                                                     67,224
<DEPRECIATION>                                             44,613
<TOTAL-ASSETS>                                            426,597
<CURRENT-LIABILITIES>                                       1,100
<BONDS>                                                         0
                                           0
                                                     0
<COMMON>                                                   36,150
<OTHER-SE>                                                387,114
<TOTAL-LIABILITY-AND-EQUITY>                              426,597
<SALES>                                                   122,622
<TOTAL-REVENUES>                                          138,272
<CGS>                                                      32,445
<TOTAL-COSTS>                                             110,535
<OTHER-EXPENSES>                                           10,375
<LOSS-PROVISION>                                                0
<INTEREST-EXPENSE>                                              0
<INCOME-PRETAX>                                            17,362
<INCOME-TAX>                                                    0
<INCOME-CONTINUING>                                        17,362
<DISCONTINUED>                                                  0
<EXTRAORDINARY>                                                 0
<CHANGES>                                                       0
<NET-INCOME>                                               17,362
<EPS-PRIMARY>                                               (0.005)
<EPS-DILUTED>                                               (0.005)
        

</TABLE>


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