U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

S	Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
x	Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended December 31, 2013
	For the quarterly period ended March 31, 2014
£	Transition Report under Section 13 or 15(d) of the Exchange Act
¨	Transition Report under Section 13 or 15(d) of the Exchange Act
	For the Transition Period from ________to __________

Commission File Number: 333-164392

Megas, Inc.

(Exact Name of Registrant as Specified in its Charter)

	NEVADA	27-10000407
	(State of other jurisdiction of	(I.R.S. Employer
	incorporation or organization)	Identification Number)

	1291 Galleria Dr. Suite 220
	Henderson, NV	89104
	(Address of principal executive offices)	(Zip Code)

Registrant's Phone: (702) 900-5550

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section13 or 15(d) of the Exchange Act of 1934 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 requirements for the past 90 days. Yes ☐ ¨ No ☒x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer ¨	Accelerated filer	¨
Non-accelerated filer ¨	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes x ☒ No ☐¨

As of ~~December~~March 3031, ~~2013~~2014, the issuer had 15,750,500 shares of common stock issued and outstanding.

TABLE OF CONTENTS	~~TABLE OF CONTENTS~~	~~Page~~
		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	53
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	64
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	1413
Item 4.	Controls and Procedures	1413
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	1615
Item 1A.	Risk Factors	1615
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1615
Item 3.	Defaults Upon Senior Securities	1615
Item 4.	Submission of Matters to a Vote of Security Holders	1615
Item 5.	Other Information	1615
Item 6.	Exhibits	1716

ITEM 1. FINANCIAL STATEMENTS

MEGAS, INC.

(A Development Stage Company)

FINANCIAL STATEMENTS

~~December~~March 31, ~~2013~~2014

~~C O N T E N T S~~CONTENTS

Condensed Consolidated Balance Sheets (unaudited)	5
Condensed Consolidated Statements of Operations (unaudited)	6
Condensed Consolidated Statements of Cash Flows (unaudited)	97
Notes to the Unaudited Condensed Consolidated Financial Statements	10
Notes to the unaudited Condensed Consolidated Financial Statements	8

Megas, Inc.

(A Development Stage Company)

Condensed Consolidated Balance Sheets (unaudited)

	December 31			June 30,
	March 31			June 30,
	2013			2013
	2014			2013
ASSETS
Current assets
Cash and cash equivalents	$	23,~~658~~552		$	—-
Total current assets		23,~~658~~552			—-
Fixed assets
Furniture and Equipment		11,~~019~~126			10,000
Uniforms		—-			—-
Total Fixed assets		11,~~019~~126			10,000
Intangible assets
Website		1112,~~000~~011			8,500
Total Intangible assets		1112,~~000~~011			8,500
Total assets		2426,~~677~~689		$	18,500
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
					—
Current liabilities
Accounts Payable	$	15,390		$	15,390
Bank Overdrafts					54
Loan from Shareholder		~~584~~718			5,034
Total current liabilities		1516,~~974~~108			20,478
Total liabilities		1516,~~974~~108			20,478
Stockholders' (Deficit) Equity
Series A Preferred stock $.001 par value, 20,000,000 shares authorized 17,000,000 and 17,000,000 shares issued and outstanding		17,000			17,000
Series B Preferred stock $.001 par value, 5,000,000 shares authorized 500,000 and 500,000, issued and outstanding		500			500
Series B Preferred stock $.001 par value, 5,000,000 shares authorized 500,000 and 0, issued and outstanding		-			500
Common Stock: $.001 par value, 75,000,000 shares authorized, 15,750,500 and 11,963,000 shares issued and outstanding		15,963			11,963
Common Stock: $.001 par value, 75,000,000 shares authorized, 18,513,000 and 11,963,000 shares issued and outstanding		18,513			11,963
Non-controlling interest		688			688
Additional paid-in capital		17,~~531~~589,~~957~~907			17,459,457
Subscription Receivable		—-			(5,000	)
Accumulated deficits		(17,~~557~~615,~~405~~527	)		(17,486,586	)
Total stockholders' (deficit) equity		810,~~703~~581			(1,978	)
Total liabilities and stockholders' (deficit) equity	$	2426,~~677~~689		$	18,500

See accompanying notes to the unaudited condensed consolidated financial statements

Megas, Inc.

(A Development Stage Company)

Condensed Consolidated Statements of Operations (unaudited)

	Three Months Ended December 31, 2013			Three Months Ended December 31, 2012			Six Months Ended December 31, 2013			Six Months Ended December 31, 2012			For the Period from Inception on September 19, 2009 to December 31, 2013
	Three Months Ended March 31, 2014			Three Months Ended March 31, 2013			Nine Months Ended March 31, 2014			Nine Months Ended March 31, 2013			For the Period from Inception on September 19, 2009 to March 31, 2014
Revenue	$	-			-			35		$	—-		$	35
Expenses
Consulting		~~20,000~~-						20,000						11,820,000
Professional fees		15,~~500~~000						16,500						16,500
General and administrative		2353,~~502~~122			5,140			49102,~~354~~044			~~110~~5,250			~~123~~176,~~752~~874
Total expenses		4558,~~002~~122			—5,140			70128,~~854~~544			~~110~~5,250			1112,~~945~~003,~~252~~374
Other Income (Expense)
Additional consideration paid in excess of fair market value		—-			—-			—-			—-			(5,612,200	)
Net loss		(4558,~~002~~122	)		—(5,140	)		(70128,~~819~~509	)		(~~110~~5,250	)		(17,~~557~~615,~~417~~539	)
Net (loss) applicable to non-controlling interest		—-			—-			—-			—-			12
Net loss applicable to Megas, Inc.	$	(4558,~~002~~122	)		—(5,140	)		(70128,~~819~~509	)		(~~110~~5,250	)	$	(17,~~557~~615,~~405~~527	)
Basic loss per common share	$	(0.00	)		—(0.00	)		(0.0001	)		(0.00	)
Weighted average shares outstanding		1518,~~963~~513,000			11,963,000			1518,~~177~~513,~~740~~000			11,963,000

See accompanying notes to the unaudited condensed consolidated financial statements

Megas, Inc.

(A Development Stage Company)

Condensed Consolidated Statements of Cash Flows (unaudited)

	Six Months Ended December 31, 2013				Six Months Ended December 31, 2012				For the Period from Inception on September 19, 2009 to December 31, 2013
		Nine Months Ended March 31, 2014				Nine Months Ended March 31, 2013				For the Period from Inception on September 19, 2009 to March 31, 2014
Cash flows from operating activities
Net loss		~~70,819~~	(128,509	)	$	~~(110~~$	)(5,250	)	$	~~(17,557,417~~$	)(17,615,539	)
Adjustments to reconcile net loss to net cash used in operating activities
Bad debt										~~43,800~~	43,800
Forgiveness of debt										~~120~~	120
Stock issued for services		~~23,500~~								~~11,825,000~~	11,820,000
Stock issued for acquisition										~~5,612,200~~	5,612,200
Changes in operating assets and liabilities:
Refundable Deposits
Accounts payable		—	-			~~110~~	250			~~15,390~~	15,390
Net cash used in operating activities		~~(48,422~~	)(128,509	)		—	(5,000	)		~~(60,907~~	)(144,029	)
Cash flows from investing activities
Furniture and Equipment		~~(1,019~~	)(1,126	)		—	-			~~(11,019~~	)(1,126	)
Website		(2,500	)			—				(11,000	)
Uniforms			(432	)			-				-
		(3,595	)			—				(22,019	)
Website			(3,511	)			(3,500	)			(3,511	)
Cash flows from financing activities
			(5,069	)			(3,500	)			(4,637	)
Bank overdrafts		(54	)
Cash flows from financing activities
Loan from shareholder		580								584
Bank overdrafts			(54	)
Proceeds from sale of common stock		53,000				—				85,000
Loan from shareholder			684				5,300				718
Net cash provided by financing activities		50,526				—				85,584
Proceeds from sale of common stock			136,500				3,500				151,500
Net change in cash		2,658				—				2,658
Net cash provided by financing activities			137,130				8,800				1
Cash at beginning of period		—				—				—
Net change in cash			3,552				300				3,552
Cash at end of year		2,658			$	—			$	2,658
Cash at beginning of period			-				-				-
Supplemental cash flow Information:
Cash at end of year			3,552			$	300			$	3,552
Cash paid for interest		—				—				—
Supplemental cash flow Information:
Cash paid for income taxes		—			$	—			$	—
Cash paid for interest			-				-				-
Non-cash activity
Cash paid for income taxes			-			$	-			$	-

Non-cash activity

See accompanying notes to the unaudited condensed consolidated financial statements

MEGAS, INC.

(A Development Stage Enterprise)

Notes to Unaudited Condensed Consolidated Financial Statements

~~December~~March 31, ~~2013~~2014

NOTE 1: BASIS OF PRESENTATION

The accompanying interim unaudited financial statements of Megas, Inc. collectively referred to herein as “Megas”, or the “Company”), has been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements for the year ended June 30, 2013 and notes thereto contained in the Company’s Form 10-K filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

The consolidated financial statements include the accounts of Megas, Inc., Sexy Population, LLC, XS Modeling, LLC and AfterParty Live Inc. All significant intercompany balances and transactions have been eliminated in consolidation.

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements, in conformity with generally accepted accounting principles in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

Income Taxes

The Company accounts for income taxes under the asset and liability method, where deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. At ~~December~~March 31, ~~2013~~2014, there were no uncertain tax positions that require accrual.

Net Loss Per Share

Basic loss per share is computed by dividing net income, or loss, by the weighted average number of shares of common stock outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income, or loss, by the weighted average number of shares of common stock outstanding for the period.

Because the Company offered no option or ~~other~~ other convertible debt instrument issued, as of ~~December~~March 31, ~~2013~~2014, basic and diluted loss per share was the same as there were no ~~outstanding~~ outstanding instruments having a dilutive effect.

MEGAS, INC.

(A Development Stage Enterprise)

Notes to Unaudited Condensed Consolidated Financial Statements

~~December~~March 31, ~~2013~~2014

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recently Issued Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board ("FASB") or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption.

NOTE 3: GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. As noted above, the Company is in the development stage and, accordingly, has not yet generated revenues from operations. Since its inception, the Company has been engaged substantially in financing activities and developing its business plan and incurring startup costs and expenses. As a result, the Company incurred accumulated net losses from Inception (September 19, 2009) through the period ended ~~December~~March 31, ~~2013~~2014 of ($17,556,973). In addition, the Company’s development ~~activities~~ activities since inception have been financially sustained through debt and equity financing.

The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

NOTE 4: STOCKHOLDERS’ EQUITY: COMMON AND PREFERRED STOCK

In January 2013 the Company restated its articles of incorporation and amended is capital stock structure. The capital stock structure of the Company now consist of 25,000,000 authorized shares of preferred stock of which 20,000,000 shares are designated Series A Preferred and 5,000,000 shares designated as Series B Preferred. As well as 100,000,000 authorized shares of common stock.

~~There~~Preferred ~~were~~Series ~~15,963,000~~A ~~and~~stock ~~10,438,000~~has ~~shares~~a par value of ~~common~~$.001 ~~stock~~and ~~outstanding~~each asshare ofis ~~December~~convertible ~~31,~~into ~~2013~~five ~~and~~share ~~2012~~of common stock.

Preferred Series B stock has a par value of $.001 and each is convertible into 4 shares of common stock.

There were 18,513,000 and 10,438,000 shares of common stock outstanding as of March 31, 2014 and 2013.

On February 5, 2013 The Company issued 5,600,000 shares of Preferred Series A stock valued @ $1.00 per share for 80% interest in Sexy Population, LLC and XS Modeling LLC.

On February 5, 2013 the Company issued 11,200,000 shares of Preferred Series A stock valued @$1.00 per share for consulting services.

On February 5, 2013 the Company issued 200,000 shares of Class A Preferred Series A stock valued @ $1.00 per share for consulting services.

On February 5, 2013 the Company issued 500,000 shares of Class B Preferred Series B stock valued @ $0.80 per share.

On February 5, 2013 the Company issued 1,500,000 shares of common stock valued @ $0.20 per share for the acquisition of AfterParty Live.com

On February 5, 2013 the Company issued 25,000 shares of common stock valued @ $0.20 per share related to stock subscription agreement.

~~Preferred~~There ~~Series~~were A17,000,000 ~~stock~~shares ~~has~~of aPreferred A ~~par~~stock ~~value~~and 0 shares of ~~$.001~~ ~~and~~Preferred ~~each~~B ~~share~~stock isissued ~~convertible~~and ~~into~~outstanding ~~five~~as ~~share~~ of ~~common~~March ~~stock~~31, 2014.

~~Preferred~~500,000 ~~Series~~shares of Preferred B stock were ~~has~~converted ainto ~~par~~2,000,000 ~~value~~shares of ~~$.001~~ ~~and~~common ~~each~~stock isduring ~~convertible~~the ~~into~~quarter 4ended ~~shares~~March of31, ~~common stock~~2014.

There were 1718,~~000~~513,000 shares of ~~Preferred A~~ ~~stock~~common ~~and 500,000 shares of Preferred B~~ stock ~~issued and~~ outstanding as of ~~June~~March 3031, ~~2013~~2014.

The Company had 8785,000,000 common shares equivalents not included in earning per share calculation since they are considered anti-dilutive.

MEGAS, INC.

(A Development Stage Enterprise)

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2014

NOTE 5: ACQUISITION

On February 5, 2013 the Company entered into an acquisition agreement with Sexy Population, LLC and XS Modeling, LLC. The Company acquired an 80% interest in Sexy Population, LLC and XS Modeling, LLC. The Company issued 5,600,000 shares of Series A preferred stock with a value of $1.00 per share.

The agreement provides that Megas will fund XS Modeling, LLC for the next twenty four months in the amount of $9,500. The above mentioned financing is contingent on the amount of funds raised in Megas' register offering and therefore said amount can be negotiated by mutual agreement of both the Company and XS Modeling, LLC.

On January 31, 2013 the Company entered into an acquisition agreement with Excelsior Management, LLC to acquire 100% ownership interest in AfterPartyLive.com, LLC. The Company issued 1,500,000 common shares of Megas Inc valued at $0.20 per share for a total consideration of $300,000 the assets acquired consisted of equipment worth $10,000 and a website valued at $5,000. The Company recorded addition consideration in excess of fair market value of $285,000.

Under the agreement the Company will pay a 6% royalty interest of all gross profit pertaining to the streaming divisions of Megas. Royalties are to be paid on quarterly basis. As of June 30, 2013 and 2012 no royalties were owed.

The assets acquired by the company consisted of a website and various marketing materials.

MEGAS, INC.

(A Development Stage Enterprise)

Notes to Unaudited Condensed Consolidated Financial Statements

December 31, 2013

NOTE 6: SUBSEQUENT EVENT

The Company has evaluated subsequent events from the balance sheet through the date of this filing, and determined there are no events to disclose.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

This Form 10-Q includes "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. All statements, other than statements of historical facts, included or incorporated by reference in this Form 10-Q which address activities, events or developments which the Company expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof); finding suitable merger or acquisition candidates; expansion and growth of the Company's business and operations; and other such matters are forward-looking statements. These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate under the circumstances. However, whether actual results or developments will conform with the Company's expectations and predictions is subject to a number of risks and uncertainties, including general economic, market and business conditions; the business opportunities (or lack thereof) that may be presented to and pursued by the Company; changes in laws or regulation; and other factors, most of which are beyond the control of the Company.

These forward-looking statements can be identified by the use of predictive, future-tense or forward-looking terminology, such as "believes," "anticipates," "expects," "estimates," "plans," "may," "will," or similar terms. These statements appear in a number of places in this Filing and include statements regarding the intent, belief or current expectations of the Company, and its directors or its officers with respect to, among other things: (i) trends affecting the Company's financial condition or results of operations for its limited history; (ii) the Company's business and growth strategies; and, (iii) the Company's financing plans. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Such factors that could adversely affect actual results and performance include, but are not limited to, the Company's limited operating history, potential fluctuations in quarterly operating results and expenses, government regulation, technological change and competition.

Consequently, all of the forward-looking statements made in this Form 10-Q are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. The Company assumes no obligations to update any such forward-looking statements.

PLAN OF OPERATION

The Company was formed on September 17, 2009 in the State of Nevada. The Company is not a blank check company and has no plans for any merger or acquisition. The Company is a Shell Company as defined by as defined in Rule 405. As such no shares will be eligible to be sold or transferred under Rule 144 until in excess of 1 year from the filing of the equivalent of Form 10 information by the Company with the SEC.

We are a development stage company. In a unique and proprietary way Megas, Inc. will create a brand through our private events, modeling opportunities, distribution network, social networking and consumer products. The Megas brand aims to become a leader in the wellness industry by portraying a desirable lifestyle for our members.

Our Articles of Incorporation provides that we may indemnify our officers and/or directors for liabilities, which can include liabilities arising under the securities laws. Therefore, our assets could be used or attached to satisfy any liabilities subject to such indemnification.

RESULTS OF OPERATIONS

The Company had revenue of $0 for the three ~~month~~months ended ~~December~~ March 31, ~~2013~~2014 and ~~2012~~2013. The Company had revenue of $35 and $0 for the 6nine ~~month~~months ~~period~~ended March 31, 2014 and March 31, 2013. Expenses for the three months ended ~~December~~March 31, 2014 were 58,122 compared to 5,140 for the three months ended March 31, 2013. ~~and~~Expenses for the nine months ended March 31, 2014 were 128,544 compared to $355,250 for ~~2012~~the nine month period ended March 31, 2013. The increase in expenses was mainly due to the increase in operations.

The Company had expenses of $45,002 and $0 for the three month periods ended December 31, 2013 and 2012. The Company had expenses of $70,854 and $110 for the six month periods ended December 31, 2013 and 2012. The increase in expenses was mainly due to the increase.

GENERAL BUSINESS PLAN

Megas has a firm commitment to the wellness industry, which is rapidly growing. According to a report on euromonitor.com, Health and Wellness, already a billion dollar industry, will rise to become a trillion dollar industry by 2017. Through a unique approach, extensive product knowledge, and the rising current trends, Megas, Inc. is well positioned to make a major impact and launch a highly profitable company. In a recent analyst Insight by Ewa Hudson, Global Head of Health and Wellness Research at Euromonitor International, she predicts “global health and wellness sales on the way to hit a record high of US$1 trillion by 2017.”

http://blog.euromonitor.com/2012/11/health-and-wellness-the-trillion-dollar-industry-in-2017-key-research-highlights.html

Megas, Inc. offers a full line of health and wellness products ranging from lifestyle enhancement to sports performance to skin care. The Megas, Inc. corporate team has over 10 years experienced working with wellness products in the area of manufacturing, branding and distribution. The overall goal is to become the top choice wellness and lifestyle program in the marketplace.

Like other companies that develop through distributors and business opportunity seekers, Megas, Inc. has selected to use a multi-tier compensation program for its distributors. Another area of expertise the team brings to the table is a strong foundation in technology. The executive team of Megas, Inc. has over 10 years of experience building technologies for the direct response and multi-level marketing industries.

Infrastructure

Megas, Inc. is made up of strategically developed departments and acquired companies that all work towards the common goals of the parent company. These are set up to create a culture and brand that will innovate market growth in the wellness, modeling, VIP services, and entertainment industries.

CRITICAL ACCOUNTING POLICIES

In Financial Reporting release No. 60, "CAUTIONARY ADVICE REGARDING DISCLOSURE ABOUT CRITICAL ACCOUNTING POLICIES" ("FRR 60"), the Securities and Exchange Commission suggested that companies provide additional disclosure and commentary on their most critical accounting policies. In FRR 60, the SEC defined the most critical accounting policies as the ones that are most important to the portrayal of a company's financial condition and operating results, and require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, our most critical accounting policies include: non-cash compensation valuation that affects the total expenses reported in the current period and the valuation of shares and underlying mineral rights acquired with shares. The methods, estimates and judgments we use in applying these most critical accounting policies have a significant impact on the results we report in our financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is not exposed to market risk related to interest rates or foreign currencies.

CONTROLS AND PROCEDURES

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the “1934 Act”), as of ~~Sept.~~March 3031, ~~2013~~2014, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer), who concluded, that because of the material weakness in our internal control over financial reporting (“ICFR”) described below, our disclosure controls and procedures were not effective as of ~~December~~March 31, ~~2013~~2014.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Internal Control Over Financial Reporting

Our management is also responsible for establishing ICFR as defined in Rules 13a-15(f) and 15(d)-15(f) under the 1934 Act. Our ICFR are intended to be designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Our ICFR are expected to include those policies and procedures that management believes are necessary that:

(i)

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(ii)

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and our directors; and

(iii)

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect of financial statement preparation and may not prevent or detect misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures.

As of ~~December~~March 31, ~~2013~~2014, management assessed the effectiveness of our ICFR based on the criteria for effective ICFR established in Internal Control--—Integrated Framework ~~issued~~ issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and SEC guidance on conducting such assessments by smaller reporting companies and non-accelerated filers.

Based on that assessment, management concluded that, during the period covered by this report, such internal controls and procedures were not effective as of ~~December~~March 31, ~~2013 and~~2014 and that material weaknesses in ICFR existed as more fully described below.

13As defined by Auditing Standard No. 5, “An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements and Related Independence Rule and Conforming Amendments,” established by the Public Company Accounting Oversight Board ("PCAOB"), a material weakness is a deficiency or combination of deficiencies that results more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. In connection with the assessment described above, management identified the following control deficiencies that represent material weaknesses as of March 31, 2014:

As defined by Auditing Standard No. 5, “An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements and Related Independence Rule and Conforming Amendments,” established by the Public Company Accounting Oversight Board ("PCAOB"), a material weakness is a deficiency or combination of deficiencies that results more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. In connection with the assessment described above, management identified the following control deficiencies that represent material weaknesses as of December 31, 2013:

(1)

Lack of an independent audit committee. Although we have an audit committee it is not comprised solely of independent directors. We may establish an audit committee comprised solely of independent directors when we have sufficient capital resources and working capital to attract qualified independent directors and to maintain such a committee.

(2)

Inadequate staffing and supervision within our bookkeeping operations. The relatively small number of people who are responsible for bookkeeping functions prevents us from segregating duties within our internal control system. The inadequate segregation of duties is a weakness because it could lead to the ultimate identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews which may result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with the Securities and Exchange Commission.

(3)

Insufficient number of independent directors. At the present time, our Board of Directors does not consist of a majority of independent directors, a factor that is counter to corporate governance practices as set forth by the rules of various stock exchanges.

Our management determined that these deficiencies constituted material weaknesses. Due to a lack of financial and personnel resources, we are not able to, and do not intend to, immediately take any action to remediate these material weaknesses. We will not be able to do so until we acquire sufficient financing and staff to do so. We will implement further controls as circumstances, cash flow, and working capital permit. Notwithstanding the assessment that our ICFR was not effective and that there were material weaknesses as identified in this report, we believe that our consolidated financial statements contained in our Quarterly Report on form 10-Q for the quarter ended ~~December~~March 31, ~~2013~~2014, fairly present our financial position, results of operations and cash flows for the years covered thereby in all material respects.

There were no changes in our internal control over financial reporting during the quarter ended Sept. 30, 2013, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.14

There were no changes in our internal control over financial reporting during the quarter ended March 31, 2014, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is not a party to any legal proceedings.

ITEM 1A. RISK FACTORS

There has been no material changes in the risk factors set forth in the Company’s Form 10K for the period ended June 30, 2013.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There were no sales of unregistered equity securities during the covered time period.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

The following documents are included or incorporated by reference as exhibits to this report:

Exhibit Number		Description
31.1		Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b) REPORTS ON FORM 8-K

None.

SIGNATURES

In accordance with Section 13 or 15 (d) of of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: July 6 31, 2015

	Megas, Inc.
	Registrant

	By:	/s/ Charles Mui
		Charles Mui
		Chairman of the Board
		Chief Executive Officer

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