Attached files
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| EX-99.1 - ORDER CONVERTING DEBTORS? CHAPTER 11 CASES TO CASES UNDER CHAPTER 7 - MEGA MEDIA GROUP INC | f8k112509ex99i_megamedia.htm |
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
___________
FORM
8-K
___________
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
DATE OF
REPORT (DATE OF EARLIEST EVENT REPORTED): November 25,
2009
MEGA
MEDIA GROUP, INC.
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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Nevada
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000-28881
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88-0403762
|
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(STATE
OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
|
(COMMISSION
FILE NO.)
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(IRS
EMPLOYEE IDENTIFICATION NO.)
|
1122
Coney Island Avenue
Brooklyn,
NY 11235
(ADDRESS
OF PRINCIPAL EXECUTIVE OFFICES)
(718)
947-1100
(ISSUER
TELEPHONE NUMBER)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General Instruction A.2. below):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
oPre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Cautionary
Note on Forward-Looking Statements
This
Current Report on Form 8-K may contain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Statements by the
Debtors’ of expectations, anticipations, beliefs, plans, intentions, targets,
estimates, or projections and similar expressions relating to the future are
forward-looking statements within the meaning of these laws. Forward-looking
statements in some cases can be identified by their being preceded by, followed
by or containing words such as "estimate," "plan," "project," "forecast,"
"intend," "expect," "anticipate," "believe," "seek," "target" and other similar
expressions. Forward-looking statements are based on assumptions and assessments
made by the Debtors’ management in light of their experience and their
perception of historical trends, current conditions, expected future
developments and other factors they believe to be appropriate. Any
forward-looking statements are not guarantees of the Debtors’ future performance
and are subject to risks and uncertainties that could cause actual results,
developments and business decisions to differ materially from those contemplated
by any forward-looking statements. Except as required by law, the Debtors
undertake no obligation to update any forward-looking statements, whether as a
result of new information, future events or otherwise.
Investors
are cautioned that all forward-looking statements involve risks and
uncertainties including without limitation the Debtors’ ability to continue as a
going concern; the Debtors’ ability to obtain additional debtor-in-possession
(“DIP”) financing or authorization to use cash collateral on an interim or final
basis to fund the Debtors’ working capital or other needs; the Debtors ability
to obtain Court approval with respect to motions in the chapter 11 cases
prosecuted by the Debtors’ from time to time; the Debtors’ ability to develop,
prosecute, confirm and consummate a plan of reorganization with respect to the
Debtors’ bankruptcy cases; risks associated with third parties seeking and
obtaining court approval to terminate or shorten the exclusivity period that the
Debtors have to propose and confirm a plan of reorganization, for the
appointment of a chapter 11 trustee or examiner or to convert the Debtors’
bankruptcy cases to cases under chapter 7 of the U.S. Bankruptcy Code; the
Debtors’ ability to obtain and maintain normal terms with vendors, service
providers, and leaseholders and to obtain orders authorizing payments to such
parties; the Debtors’ ability to maintain contracts that are critical to its
operations; the potential adverse impact of the Debtors’ bankruptcy cases on the
Debtors’ liquidity or results of operations; the Debtors’ ability to fund and
execute its business plan; the Debtors’ ability to attract, motivate and retain
key executives and employees; the Debtors’ ability to enter into hedging
contracts; general market conditions; adverse capital and credit market
conditions; the costs and accidental risks inherent in exploring and developing
new oil and natural gas reserves; the price for which such reserves and
production can be sold; fluctuation in prices of oil and natural gas; the
uncertainties inherent in estimating quantities of proved reserves and cash
flows; competition; actions by third party co-owners in properties in which the
Debtors also own an interest; acquisitions of properties and businesses;
operating hazards; environmental concerns affecting the drilling of oil and
natural gas wells; impairment of oil and natural gas properties due to
depletion, low oil and gas prices, or other causes; and hedging decisions,
including whether or not to hedge. Similarly, these and other factors, including
the terms of any reorganization plan ultimately confirmed, can affect the value
of the Debtors’ various pre-petition liabilities and the Debtors’ common stock.
No assurance can be given as to what values, if any, will be ascribed in the
chapter 11 cases to each of these constituencies. No assurance can be given that
there will be any remaining value for shareholders if and when the Debtors
emerge from bankruptcy. Accordingly, the Debtors urge that the
appropriate caution be exercised with respect to existing and future investments
in any of these liabilities and/or securities.
As
previously disclosed, on August 10, 2009, Mega Media Group, Inc. (“we”, “MMG” or
the “Company”) and Echo Broadcasting Group (“Echo”), its wholly-owned subsidiary
(collectively, the “Debtors”), filed voluntary petitions (the “Chapter 11
Cases”) for relief under Chapter 11 of the United States Bankruptcy Code (the
“Bankruptcy Code”) in the United States Bankruptcy Court for the Eastern
District of New York (the “Bankruptcy Court”). The Chapter 11 Cases No. are
09-46811 (MMG) and 009-46813 (Echo). The Debtors has been operating as
“debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in
accordance with the applicable provisions of the Bankruptcy Code and orders of
the Bankruptcy Court since August 10, 2009, in an attempt to reorganize the
Company’s business and to restructure its debt and other liabilities. Despite
all of its efforts to improve its operations, the Company was unable to do so
and does not expect to be able to do so in the future. As a result of this and
the continued deterioration of the Company’s financial condition, the Company
has determined that the only prudent course of action is an orderly liquidation
under Chapter 7 of the Bankruptcy Code.
On
October 30, 2009, the Company filed a motion to convert the Debtors’ cases to
Chapter 7 of the Bankruptcy Code with the Bankruptcy Court. On November 24, the
Bankruptcy Court conducted a hearing and approved the motion on November 25,
2009. The order is attached herein as Exhibit 99.1 by reference in its
entirety.
Item 9.01
Financial Statement and Exhibits.
(c)
Exhibits.
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Exhibit
No.
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Description
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99.1
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Order
converting debtors’ Chapter 11 cases to cases under Chapter
7
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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 hereunto
duly authorized.
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MEGA
MEDIA GROUP, INC.
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Dated:
November 25, 2009
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By:
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/s/ Alex
Shvarts
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Alex
Shvarts
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Chief
Executive Officer and Director
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