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

 

FORM 10-K

 

ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15 (d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934

 

For the fiscal year ended June 30, 2013

 

Commission file number: 333-164392

 

 

MEGAS, INC.
(Exact Name of Registrant as Specified in its Charter)

 

Nevada   27-10000407
(State or Other Jurisdiction of
Incorporation or Organization)
  (I.R.S. Employer
Identification No.)

 

9313 Canyon Classic, Las Vegas, NV 89147
(Address of Principal Executive Offices)

 

Registrant’s telephone number, including area code: (702) 900-5550

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Securities registered pursuant to section 12(g) of the Act:

 

Common Stock, $0.001 par value
(Title of class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes ¨   No x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ¨  No x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities 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 ¨ No x

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

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 ¨

 

For the year ended June 30, 2013, the issuer had no revenues.

 

As of June 30, 2013, there was no trading market for the issuer’s common stock, $.001 par value.

 

The number of shares outstanding of the issuer’s common stock, $.001 par value, as of June 30, 2013 was 11,963,000 shares.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

NONE.

 

 
 

 

Megas, Inc

Form 10-K Annual Report
Table of Contents

 

PART I      
Item 1. Business   3
Item 1A. Risk Factors   4
Item 1B. Unresolved Staff Comments   8
Item 2. Properties   8
Item 3. Legal Proceedings   8
Item 4. Submission of Matters to a Vote of Security Holders   8
PART II      
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities   8
Item 6. Selected Financial Data   8
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations   9
Item 7A. Quantitative and Qualitative Disclosures About Market Risk   10
Item 8. Financial Statements and Supplementary Data   10
Item 9. Change in and Disagreements with Accountants on Accounting and Financial Disclosure   10
Item 9A(T). Controls And Procedures   10
Item 9B. Other Information   11
PART III      
Item 10. Directors, Executive Officers, and Corporate Governance   11
Item 11. Executive Compensation   15
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters   15
Item 13. Certain Relationships and Related Transactions, and Director Independence   16
Item 14. Principal Accountant Fees and Services   16
PART IV      
Item 15. Exhibits and Financial Statement Schedules   16

 

2
 

 

FORWARD LOOKING STATEMENT INFORMATION

 

Certain statements made in this Annual Report on Form 10-K are “forward-looking statements” regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. Our plans and objectives are based, in part, on assumptions involving judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that our assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein particularly in view of the current state of our operations, the inclusion of such information should not be regarded as a statement by us or any other person that our objectives and plans will be achieved. Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, the factors set forth herein under the headings “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors”. We undertake no obligation to revise or update publicly any forward-looking statements for any reason. The terms “we”, “our”, “us”, or any derivative thereof, as used herein refer to Dewmar International BMC, Inc.

 

PART 1

 

ITEM 1. BUSINESS.

 

We were incorporated on September 19, 2009 under the laws of the State of Nevada, to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. We have been in the developmental stage since inception and have no operations date. Other than issuing shares to its original shareholder, we never commenced any operational activities.

 

We were formed by Stephen A. Schramka, the initial director, for the purpose of creating a corporation which could be used to consummate a merger or 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.

 

Number of Total Employees and Number of Full Time Employees

 

We are currently in the development stage. During this development period, we plan to rely exclusively on the services of our officer and director who will devote between 10 to 30 hours a month to establish business operations and perform or supervise the minimal services required at this time. We believe that our operations are currently on a small scale and manageable by us. There are no full or part-time employees. The responsibilities are mainly administrative at this time, as our operations are minimal.

 

3
 

 

ITEM 1A. RISK FACTORS.

 

LACK OF BLANK CHECK EXPERIENCE MAY LIMIT BUSINESS COMBINATIONS OR RESULT IN POOR ANALYSIS. Our officer has not served as an officer or director of a development stage company with the business purpose of acquiring a target business. His inexperience may affect his ability to adequately evaluate and successfully consummate a business combination.

 

RULE 419 LIMITATIONS MAY LIMIT BUSINESS COMBINATIONS.. Rule 419 generally requires that the securities to be issued and the funds received in a blank check offering be deposited and held in an escrow account until an acquisition meeting specified criteria is completed. Before the acquisition can be completed and before the funds and securities can be released, the issuer in a blank check offering is required to update its registration statement with a post-effective amendment. After the effective date of any such post-effective amendment, we are required to furnish investors with the prospectus produced thereby containing information, including audited financial statements, regarding the proposed acquisition candidate and its business. Investors must be given no fewer than 20 and no more than 45 business days from the effective date of the post-effective amendment to decide to remain investors or require the return of their investment funds. Any investor not making a decision within said period is automatically to receive a return of his investment funds.

 

Although investors may request the return of their investment funds in connection with the reconfirmation offering required by Rule 419, the Company's shareholders will not be afforded an opportunity specifically to approve or disapprove any particular transaction involving the purchase of Shares from management.

 

PROHIBITION TO SELL OR OFFER TO SELL SHARES IN ESCROW ACCOUNT MAY LIMIT LIQUIDITY. According to Rule 15g-8 as promulgated by the S.E.C. under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), it shall be unlawful for any person to sell or offer to sell Shares (or any interest in or related to the Shares) held in the Rule 419 escrow account other than pursuant to a qualified domestic relations order or by will or the laws of descent and distribution. As a result, contracts for sale to be satisfied by delivery of the Deposited Securities (e.g., contracts for sale on a when, as, and if issued basis) are prohibited.

 

DISCRETIONARY USE OF PROCEEDS; "BLANK CHECK" OFFERING LEADS TO UNCERTAINTY AS TO FUTURE BUSINESS SUCCESS. As a result of management's broad discretion with respect to the specific application of the net proceeds of this offering, this offering can be characterized as a "blank check" offering. Although substantially all of the net proceeds of this offering are intended generally to be applied toward effecting a Business Combination, such proceeds are not otherwise being designated for any more specific purposes. Accordingly, prospective investors will invest in us without an opportunity to evaluate the specific merits or risks of any one or more business combinations. There can be no assurance that determinations ultimately made by us relating to the specific allocation of the net proceeds of this offering will permit us to achieve its business objectives. See "Proposed Business."

 

REGULATIONS CONCERNING "BLANK CHECK" ISSUERS MAY LIMIT BUSINESS COMBINATIONS. The ability to register or qualify for sale the Shares for both initial sale and secondary trading is limited because a number of states have enacted regulations pursuant to their securities or "blue sky" laws restricting or, in some instances, prohibiting, the sale of securities of "blank check" issuers, such as us, within that state. In addition, many states, while not specifically prohibiting or restricting "blank check" companies, may not register the Shares for sale in their states. Because of such regulations and other restrictions, our selling efforts, and any secondary market which may develop, may only be conducted in those jurisdictions where an applicable exemption is available or a blue sky application has been filed and accepted or where the Shares have been registered.

 

NO OPERATING HISTORY OR REVENUE AND MINIMAL ASSETS RESULTS IN NO ASSURANCE OF SUCCESS. We have no operating history nor any revenues or earnings from operations. We have no significant assets or financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in us incurring a net operating loss which will increase continuously until we can consummate a business combination with a profitable business opportunity. This may lessen the possibility of finding a suitable acquisition or merger candidate as such loss would be inherited on their financial statements. There is no assurance that we can identify such a business opportunity and consummate such a business combination.

 

4
 

 

SPECULATIVE NATURE OF OUR PROPOSED OPERATIONS RESULTS IN NO ASSURANCE OF SUCCESS. The success of our proposed plan of operation will depend to a great extent on the operations, financial condition and management of the identified business opportunity. While we intends to seek business combinations with entities having established operating histories, there can be no assurance that we will be successful in locating candidates meeting such criteria. In the event we complete a business combination, of which there can be no assurance, the success of the our operations may be dependent upon management of the successor firm or venture partner firm and numerous other factors beyond our control.

 

NO ACTIVE TRADING MARKET MAY MEAN THE SHARES ARE ILLIQUID. The Company plans to have the stock listed on the OTC. There is no guarantee of active or any trading market will develop.

 

SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND COMBINATIONS MAY LIMIT POSSIBLE BUSINESS COMBINATIONS. We are and will continue to be an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions of small private entities. A large number of established and well-financed entities, including venture capital firms, are active in mergers and acquisitions of companies which may be desirable target candidates for us. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities than we and, consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, we will also compete in seeking merger or acquisition candidates with numerous other small public companies. There are relatively low barriers to entry and there is relative ease with which new competitors may enter the market as a blank check or shell company.

 

NO AGREEMENT FOR BUSINESS COMBINATION OR OTHER TRANSACTION - NO STANDARDS FOR BUSINESS COMBINATION . We have no arrangement, agreement or understanding with respect to engaging in a merger with, joint venture with or acquisition of, a private entity. There can be no assurance we will be successful in identifying and evaluating suitable business opportunities or in concluding a business combination. We have not identified any particular industry or specific business within an industry for evaluations. We have been in the developmental stage since inception and have no operations to date. Other than issuing shares to our original shareholder, we never commenced any operational activities. Our search for acquisition or merger candidates is largely limited to word of mouth as any advertising could be deemed general solicitation therefore limiting the number of merger/acquisition candidates who may learn of our company. There is no assurance that we will be able to negotiate a business combination on terms favorable to us. We have not established a specific length of operating history or a specified level of earnings, assets, net worth or other criteria which it will require a target business opportunity to have achieved, and without which we would not consider a business combination in any form with such business opportunity. Accordingly, we may enter into a business combination with a business opportunity having no significant operating history, losses, limited or no potential for earnings, limited assets, negative net worth or other negative characteristics.

 

CONTINUED MANAGEMENT CONTROL, LIMITED TIME AVAILABILITY MAY LIMIT BUSINESS COMBINATIONS. While seeking a business combination, Mr. Muianticipates devoting between 10 to 30 hours per month to our business. Our officer has not entered into written employment agreements with us and is not expected to do so in the foreseeable future. We have not obtained key man life insurance on our officer and director. Notwithstanding the combined limited experience and time commitment of our officer and director, loss of the services of any of these individuals would adversely affect our development of our business and its likelihood of continuing operations. See "MANAGEMENT."

 

CONFLICTS OF INTEREST – MAY RESULT IN A LOSS OF BUSINESS. Our officer and director may in the future participate in other business ventures which compete directly with us. Additional conflicts of interest and non-arms length transactions may also arise in the future in the event our officer and directors is involved in the management of any firm with which we transact business. The Company's Board of Directors has adopted a resolution which prohibits us from completing a merger with, or acquisition of, any entity in which our management serve as officer, director or partner, or in which he or his family members own or hold any ownership interest. We are not aware of any circumstances under which this policy could be changed while current management is in control of the Company. Charles Mui our sole officer and director is as of the date of this prospectus no participating in any other blank check business ventures. The sole officer and director will have absolute control over all matters requiring stockholder approval. See "DIRECTORS, EXECUTIVE OFFICERS"

 

5
 

 

REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION. Section 13 of the Securities Exchange Act of 1934 (the "Exchange Act"), requires companies subject thereto to provide certain information about significant acquisitions, including certified financial statements for the company acquired, covering one or two years, depending on the relative size of the acquisition. The time and additional costs that may be incurred by some target entities to prepare such statements may significantly delay or essentially preclude consummation of an otherwise desirable acquisition by the Company. Acquisition prospects that do not have or are unable to obtain the required audited statements may not be appropriate for acquisition so long as the reporting requirements of the 1934 Act are applicable.

 

ADDED COSTS OF BEING A PUBLIC COMPANY MAY DELAY OR PRECLUDE ACQUISITION. The Company will face the added costs of being a public company, including the costs associated with the disclosure and accounting controls that the company will be required to comply with under the Sarbanes-Oxley Act of 2002. As such this may limit acquisition possibilities or cause the company to cease business prior to the completion of any acquisition.

 

OUR AUDITORS HAVE ISSUED A GOING CONCERN OPINION REFLECTING THAT WE MAY HAVE DIFFICULTY CONTINUING OPERATIONS.

 

Because our auditors have issued a going concern opinion, there is substantial uncertainty we will continue operations in which case you could lose your investment.

 

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next 12 months. The financial statements do not include any adjustments that might reduce the uncertainty about our ability to continue in business. As such we may have to cease operations and you could lose your investment.

 

We lack an operating history and have losses that we expect to continue into the future. There is no assurance our future operations will result in profitable revenues. If we cannot generate sufficient revenues to operate profitably, we will cease operations and you will lose your investment.

 

LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION MAY LIMIT BUSINESS COMBINATIONS. We have neither conducted, nor have others made available to it, results of market research indicating that market demand exists for the transactions contemplated by us. Moreover, we do not have, and do not plan to establish, a marketing organization. Even in the event demand is identified for a merger or acquisition contemplated by us, there is no assurance we will be successful in completing any such business combination.

 

LACK OF DIVERSIFICATION MAY LIMIT FUTURE BUSINESS. Our proposed operations, even if successful, will in all likelihood result in the Company engaging in a business combination with only one business opportunity. Consequently, our activities will be limited to those engaged in by the business opportunity which we merge with or acquire. Our inability to diversify our activities into a number of areas may subject us to economic fluctuations within a particular business or industry and therefore increase the risks associated with the Company's operations.

 

POSSIBLE INVESTMENT COMPANY ACT REGULATION MAY INCREASE COSTS. Although we will be subject to regulation under the Securities Exchange Act of 1933, we believe will not be subject to regulation under the Investment Company Act of 1940, insofar as we will not be engaged in the business of investing or trading in securities. In the event we engage in business combinations which result in our holding passive investment interests in a number of entities, we could be subject to regulation under the Investment Company Act of 1940. In such event, we would be required to register as an investment company and could be expected to incur significant registration and compliance costs. The Company has obtained no formal determination from the Securities and Exchange Commission as to our status under the Investment Company Act of 1940 and, consequently, any violation of such Act would subject us to material adverse consequences.

 

6
 

 

PROBABLE CHANGE IN CONTROL AND MANAGEMENT MAY RESULT IN UNCERTAIN MANAGEMENT FUTURE. A business combination involving the issuance of our common stock will, in all likelihood, result in shareholders of a private company obtaining a controlling interest. Any such business combination may require our management to sell or transfer all or a portion of the common stock held by them, or resigns as members of the Board of Directors of the Company. The resulting change in control of could result in removal of our present officer and director, and a corresponding reduction in or elimination of his participation in our future affairs.

 

REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING A BUSINESS COMBINATION MAY RESULT IN DILUTION. Our primary plan of operation is based upon a business combination with a private concern which, in all likelihood, would result in our issuing securities to shareholders of such private company. The issuance of previously authorized and unissued common stock would result in reduction in percentage of shares owned by our present and prospective shareholders and would most likely result in a change in control or management.

 

DISADVANTAGES OF BLANK CHECK OFFERING MAY DISCOURAGE BUSINESS COMBINATIONS. We may enter into a business combination with an entity that desires to establish a public trading market for its shares. A business opportunity may attempt to avoid what it deems to be adverse consequences of undertaking its own public offering by seeking a business combination with us. Such consequences may include, but are not limited to, time delays of the registration process, significant expenses to be incurred in such an offering, loss of voting control to public shareholders and the inability or unwillingness to comply with various federal and state securities laws enacted for the protection of investors. These securities laws primarily relate to provisions regarding the registration of securities which require full disclosure of our business, management and financial statements. Any entity that enters into a business combination with us will be required to comply with the various federal and state securities laws, including laws and regulations relating to the registration of securities. In addition the blank check company may be required to meet reporting requirements for up to 18 months prior to the completion of an acquisition and investors will have no access to their shares or any method of liquidity until such acquisition and reconfirmation offering is completed.

 

FEDERAL AND STATE TAXATION OF BUSINESS COMBINATION MAY DISCOURAGE BUSINESS COMBINATIONS. Federal and state tax consequences will, in all likelihood, be major considerations in any business combination we may undertake. Currently, such transactions may be structured so as to result in tax- free treatment to both companies, pursuant to various federal and state tax provisions. We intend to structure any business combination so as to minimize the federal and state tax consequences to both us and the target entity; however, there can be no assurance that such business combination will meet the statutory requirements of a tax-free reorganization or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganization could result in the imposition of both federal and state taxes which may have an adverse effect on both parties to the transaction.

 

REQUIREMENT OF AUDITED FINANCIAL STATEMENTS MAY DISQUALIFY BUSINESS OPPORTUNITIES. We believe that any potential business opportunity must provide audited financial statements for review, and for the protection of all parties to the business combination. One or more attractive business opportunities may choose to forego the possibility of a business combination with us, rather than incur the expenses associated with preparing audited financial statements.

 

BLUE SKY CONSIDERATIONS MAY LIMIT SALES IN CERTAIN STATES. Because the securities registered hereunder have not been registered for resale under the blue sky laws of any state, and we have no current plans to register or qualify its shares in any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state blue sky restrictions upon new investors to purchase the securities which could reduce the size of the potential market. As a result of recent changes in federal law, non-issuer trading or resale of our securities is exempt from state registration or qualification requirements in most states. However, some states may continue to attempt to restrict the trading or resale of blind-pool or "blank-check" securities. Accordingly, investors should consider any potential secondary market for our securities to be a limited one.

 

7
 

 

BUSINESS ANALYSIS BY NON PROFESSIONALS MAY INCREASE THE RISK OF POOR ANALYSIS. Analysis of business operations will be undertaken by our sole officer and director who is not a professional business analyst. Thus the depth of such analysis may not be as great as if undertaken by a professional which increases the risk that any merger or acquisition candidate may not continue successfully.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS.

 

None.

 

ITEM 2.  PROPERTIES.

 

The Company does not own any property at the present time and has no agreements to acquire any property As of June 30, 2013, we use a corporate office located at 9313 Canyon Classic, Las Vegas, Nevada 89147 and is provided by a shareholder at no cost. We believe that this space is adequate for our needs at this time, and we believe that we will be able to locate additional space in the future, if needed, on commercially reasonable terms.

 

ITEM 3. LEGAL PROCEEDINGS.

 

None.

 

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

 

None for the period ended June 30, 2013.

 

PART II

 

ITEM 5. MARKET FOR OUR COMMON EQUITY, RELATED STOCKHOLDER MATTERSAND ISSUER PURCHASES OF EQUITY SECURITIES.

 

(a) Market Information. As of June 30, 2013 our Common Stock is not trading on any public trading market or stock exchange. No assurance can be given that any market for our Common Stock will ever develop.

 

(b) Holders. As of June 30, 2013, there was 1 record holder of all of our issued and outstanding shares of Common Stock.

 

(c) Dividend Policy

 

We have not declared or paid any cash dividends on our Common Stock and do not intend to declare or pay any cash dividend in the foreseeable future. The payment of dividends, if any, is within the discretion of the Board of Directors and will depend on our earnings, if any, our capital requirements and financial condition and such other factors as the Board of Directors may consider.

 

ITEM 6. SELECTED FINANCIAL DATA.

 

As a smaller reporting company, as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are not required to provide the information required by this item.

 

8
 

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

Certain statements in this report and elsewhere (such as in other filings by the Company with the Securities and Exchange Commission ("SEC"), press releases, presentations by the Company of its management and oral statements) may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," and "should," and variations of these words and similar expressions, are intended to identify these forward-looking statements. Actual results may materially differ from any forward-looking statements. Factors that might cause or contribute to such differences include, among others, competitive pressures and constantly changing technology and market acceptance of the Company's products and services. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements, which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

 

PLAN OF OPERATION

 

We intend to seek to acquire assets or shares of an entity actively engaged in business which generates revenues, in exchange for our securities. We have no particular acquisitions in mind and have not entered into any negotiations regarding such an acquisition. Our sole officer, director, promoter nor any affiliates thereof have not engaged in any preliminary contact or discussions with any representative of any other company regarding the possibility of an acquisition or merger between us and such other company as of the date of this registration statement.

 

We have no full time employees. Mr. Mui has agreed to allocate a portion of his time to our activities, without compensation. We anticipate that our plan can be implemented by our officer devoting approximately 10 to 30 hours per month to the business affairs and consequently, conflicts of interest may arise with respect to the limited time commitment by such officer.

 

We are filing this registration statement on a voluntary basis because our primary attraction as a merger partner or acquisition vehicle will be its status as an SEC reporting company. Any business combination or transaction will likely result in a significant issuance of shares and substantial dilution to our present stockholders.

 

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.

 

GENERAL BUSINESS PLAN

 

Our purpose is to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to it by persons or firms who or which desire to seek the perceived advantages of an Exchange Act registered corporation. We will not restrict our search to any specific business, industry, or geographical location and we may participate in a business venture of virtually any kind or nature. This discussion of the proposed business is purposefully general and is not meant to be restrictive of virtually unlimited discretion to search for and enter into potential business opportunities. We anticipate that we will be able to participate in only one potential business venture because we have nominal assets and limited financial resources. See "Financial Statements." This lack of diversification should be considered a substantial risk to shareholders because it will not permit us to offset potential losses from one venture against gains from another.

 

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.

 

9
 

 

Our officer and shareholder has verbally agreed that he will advance any additional funds which may be needed for operating capital and for costs in connection with searching for or completing an acquisition or merger. These persons have also agreed that such advances will be made interest free without expectation of repayment unless the owners of the business which we acquire or merge with agree to repay all or a portion of such advances. There is no dollar cap on the amount of money which such persons will advance to us. We will not borrow any funds from anyone other than its current shareholder for the purpose of repaying advances made by the shareholder, and we will not borrow any funds to make any payments to the Company's promoters, management or their affiliates or associates.

 

The Board of Directors has passed a resolution which prohibits us from completing an acquisition or merger with any entity in which our Officer, Director and principal shareholder or his affiliates or associates serve as officer or director or hold any ownership interest. We are not aware of any circumstances under which this policy, through their own initiative may be changed. The sole officer and director will have absolute control over all matters requiring stockholder approval.

 

There are no arrangements, agreements or understandings between non-management individuals and us under which non-management can conduct the Company's affairs.

 

Results of Operations

 

Revenue from the inception of the Company to June 30, 2013 is $0.

 

Expenses for the year ended June 30, 2013 were $11,807,338 and expenses from inception to June 30, 2013 were $11,876,398.

 

Commitments

 

We do not have any commitments which are required to be disclosed in tabular form as of June 30, 2013.

 

Off-Balance Sheet Arrangements

 

As of June 30, 2013, we have no off-balance sheet arrangements such as guarantees, retained or contingent interest in assets transferred, obligation under a derivative instrument and obligation arising out of or a variable interest in an unconsolidated entity.

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this item.

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 

See the index to the Financial Statements below, beginning on page F-1.

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 

None.

 

ITEM 9A(T). CONTROLS AND PROCEDURES.

 

(a) Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our president and chief financial officer, carried out an evaluation of the effectiveness of our “disclosure controls and procedures” (as defined in the Exchange Act Rules 13a-15(e) and 15-d-15(e)) as of the end of the period covered by this report (the “Evaluation Date”). Based upon that evaluation, the president and chief financial officer concluded that as of the Evaluation Date, our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our president and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

 

10
 

 

(b) Management’s Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2013. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Our management has concluded that, as of June 30, 2013, our internal control over financial reporting is not effective based on these criteria. This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report.”

 

(c) Changes in Internal Control over Financial Reporting

 

There were no changes in our internal controls over financial reporting that occurred during the last fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

ITEM 9B. OTHER INFORMATION

 

None.

 

PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 

The following table sets forth information concerning our officers and directors as of June 30, 2013:

 

Name Age Position Period of Service(1)
       
Charles Mui

President, Secretary, Treasurer,

and Director

January 17, 2013 to Current

 

Notes:

 

(1) Our directors will hold office until the next annual meeting of the stockholders, typically held on or near the anniversary date of inception, and until successors have been elected and qualified. At the present time, our officer was appointed by our director and will hold office until resignation or removal from office.

 

(2) Charles Mui has outside interests and obligations to other than Megas, Inc. He intends to spend approximately 10 to 30 hours per month on our business affairs.

 

11
 

 

BACKGROUND OF DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

 

Charles Mui, CEO, CFO, President, Secretary, Treasurer, Director

 

 

●            As one of the leaders in the MLM and Affiliate marketing industries Charles Mui has done a tremendous number of things as a consultant and architect. The ability to bridge the gap of communication between leadership and performance has been unprecedented in his working relationships. As a master communicator his involvement in Megas VIP is a welcome placement of authority and skill that is vital to the success of the model.

 

●            Some Vital Points about Charles Mui:

 

●            Successful Business Professional in Network Marketing and Internet Marketing. Full time in the MLM and direct sales industry since 2002. Charles is one of the most sought after marketing system architects for both the affiliate marketing and network marketing industries.

●            Served as master distributor of international MLM organizations that have done multi millions in sales revenue in over 60 countries with over 35,000 marketing agents. 2008-2010

●            Compensation plan consultant and author for both MLM and affiliate industry. Direct experience in working with programing teams to design compensation system and genealogy technology.

●            Successfully ran customer acquisition campaign of over 45,000 customers on monthly auto-ship. Over 200,000 orders were generated from that campaign.

●            Strong understanding and over 7 years of direct experience in programming and designing Internet based marketing systems. Powerline systems, CRM, Landing pages, etc.

●            Merchant processing strategy consultant. Many direct banking and processing relationships.

●            Experienced in call center operations for international and domestic. Managed teams for inbound and outbound sales and customer service.

●            Professional speaker and trainer for the direct sales and MLM industry.

●            Over 6 years of experience in Internet based lead generation. Specializing in home based business leads, weight loss leads, nutritional customer acquisition, and continuity rebilling.

●            Sales and marketing copy specialist with an emphasis on legal compliance for both wellness and home business wording.

●            Nutritional products review specialist, product tester, and consultant. 8 years of experience working with product formulators, manufactures, wholesalers, and distributors.

●            Highly respected Affiliate Marketing and MLM consultant specializing in how to Build, Grow, and Stabilize a successful "Start-Up MLM Company" / Domestic and International Expansion / Compensation Plan Development / Recruiting and Retention Systems/ Field-Development, Teamwork, and Leadership Trainings.

 

●            Charles Mui’s body of work- The below examples represent a portion of what I have done the last 10 years. Many of the sites are no longer being hosted.

 

●            Introduction- Over the last 10 years I have been a full time marketer.

 

●            2002- Mannatech Independent Distributor:

 

●            Worked with the corporate team on compliance issues.

●            Produced 3rd party DVD’s and printed marketing materials

●            Created a 3rd party marketing system. “powerline”

 

●            2004- 2005 - Toured the country with sales trainers and leaders. Visited many corporate teams and met with hundreds of top leaders.

 

●            2005 – Founded FundingSuccess.org an organization that creates residual income for non-profit organizations through network marketing. I worked with corporate MLM management to create non-profit programs. The largest success for FundingSuccess was to work with the http://thepottershouse.org/ a very large non-profit church where we did a TV show with Bishop TD Jakes and worked their flagship event MegaFest. The Potters House, for which he still receives residual checks for the promotions in 2005.

 

●            2006- New Vision Independent Distributor:

 

●            Top Earner of a companywide bonus offer by the owner.

●            Managed a lead co-op for ForteBuilder a 3rd party powerline system

 

12
 

 

●            2006 – Worked with 5Linx corporate team to create their nonprofit program.

 

●            2006- DrinkACT

 

●            Helped the rebranding of the company from M2Cglobal to DrinkACT

●            Set up retail distribution program for the Dallas metro area

●            Built a 3rd party powerline system for master distributors

 

●            2005 - 2006- Started producing marketing systems for the MLM industry.

●            Worked for Ben Glinsky founder of the below companies.

●            http://prowealthsolutions.com/ landing page http://founder.pwsjoin.com/

●            http://www.pro-builder-plus.com/ landing page http://www.mybigsuccess.com/

●            http://myworldplus.com/ website http://founder.myworlddiscounts.com/

 

●            2006- Started working with Software Engineering and Development company www.ApogeeInvent.com

 

●            Building internet marketing technology

●            Consulting on the MLM software

●            Started a JV with ApogeeInvent CEO Beto Parades. Avalanche Media Inc., an Affiliate Network.

 

●            2007- Built a direct sales organization with founder of www.BreezeWorld.com Andrew Faridani.

 

●            Started to bring the company to the USA.

 

●            2007 - Started the build of Affiliate Marketing technology with ApogeeInvent.com

 

●            2008 – Master Distributor of http://www.rejuvenateworldwide.com/

 

●            Created an international team of over 35,000 reps in 9 months

●            Set and executed a customer acquisition program for weight loss and skin care. Over 45,000 customers on auto-ship acquired in 5 months.

●            Developed the products, website, landing pages, and other aspects of the start MLM.

●            http://www.apogeegate.com/samples/renew/

●            http://www.apogeegate.com/samples/renew2/

 

●            2008 – Founded Magnet Marketing Firm – www.magnetmarketingfirm.com Review the portfolio for examples of work http://www.magnetmarketingfirm.com/portfolio/

 

●            2008 – Visalus - Created direct sales materials with Blake Mallen for the online customer acquisition campaign. Worked with the Visalus programming team to add in the tracking tools for the CPA campaign. http://www.charles.incomebyvi.com/ http://www.charles.incomebyvi.net/

 

●            2008 – Built 3rd party powerline for Body Alive called SuccessAlive

 

●            2009 – Master Distributor of http://alivemax.com/ - Built a team of over 18,000 distributors

●            www.magnet.alivebuilder.com

 

●            Created a direct response customer acquisition program for AliveMax.

●            English - http://cpa.alivemaxspecial.com/?sid=32-

 

●            French - https://www.cpapark.com/affiliate/offerViewLandingPage?AID=375&OID=2

 

●            German - https://www.cpapark.com/affiliate/offerViewLandingPage?AID=375&OID=3

 

13
 

 

●            2009 – MLM Affiliate marketing consulting

 

●            Built marketing systems for many companies

●            http://www.apogeeinvent.com/landing-page-design/

 

●            2009 – Started http://product2web.com/ with ApogeeInvent.com

 

●            2009 – Built the first MLM, CPA, Marketing system

●            http://www.mygenasante.com/corporate.php?p=home

 

●            Genasante was run by John Souza and Monty Taylor former CEO and CMO of GeneWize.

●            Continued development of MLM software and affiliate technology

 

●            2010 – Continued Development of the MLM Software.

 

●            Built “The Hemp Network” MLM and provided the software

●            Built Xenerchi an MLM; wrote the comp plan and did the branding. http://xenerchi.com

●            Partnered with www.NaturesUphoria.com built their affiliate program and retail distribution

●            Built several marketing systems with www.Naxum.com

○            www.ganobuilder.com

○            www.incomebyvi.com

○            www.vipworldwidepartners.com

○            http://evolvbuilder.com/

○            Art Fest International – examples available upon request

○            http://mynaturesystem.com/

●            Set Up API and leads stores with www.hbbleads.com and Peak USA

 

●            2011 – Built the affiliate network www.Alignnet.com and Social Media Marketing company www.Feshtwistmedia.com

 

●            2011 - 2012 – System Development, MLM consulting, and affiliate offer creation

 

●            www.wealthsupersystem.com and http://www.wealthsupersystem.net/

●            www.mywealthfusion.com login available upon request

●            www.asuccessline.com login available upon request

●            http://xperienceteam.com/pi.php?pi=999 and http://www.xperiencetix.com/pi.php?pi=999

●            http://homebizmatch.mycoffeebiz.com/

●            http://www.xtremeshock.com/

●            http://www.postalparrot.com/

●            http://solarsavingsamerica.com/ landing page http://www.solarsavingsamerica.com/go-solar/

●            http://www.designjewelry.com/

●            http://homebizmatch.likemanna360.com and http://homebizmatch.mymanna360.com

 

●            2012 – MLM corporate executive, sales team builder, office set up

 

●            Set up direct sales team and office in Huntington Beach, CA

●            Set up 2 offices for Genewize Life Sciences a public MLM company

●            Turnaround of Genewize into foru international.

●            Direct response lead generation campaigns for MLM increased sales over 30%

 

Compensation and Audit Committees

 

As we only have one board member and given our limited operations, we do not have separate or independent audit or compensation committees. Our Board of Directors has determined that it does not have an “audit committee financial expert,” as that term is defined in Item 407(d)(5) of Regulation S-K. In addition, we have not adopted any procedures by which our shareholders may recommend nominees to our Board of Directors.

 

14
 

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Exchange Act requires our directors and executive officers and persons who beneficially own more than ten percent of our Common Stock (collectively, the “Reporting Persons”) to report their ownership of and transactions in our Common Stock to the SEC. Copies of these reports are also required to be supplied to us. To our knowledge, during the fiscal year ended June 30, 2013 the Reporting Persons complied with all applicable Section 16(a) reporting requirements.

 

Code of Ethics

 

We have not adopted a Code of Ethics given our limited operations. We expect that our Board of Directors following a merger or other acquisition transaction will adopt a Code of Ethics.

 

ITEM 11. EXECUTIVE COMPENSATION.

 

Mui is our sole officer and director.  Mr. Mui does not receive any regular compensation for his services rendered on our behalf. Mr. Mui did not receive any compensation during the years ended June 30, 2013 and 2012. No officer or director is required to make any specific amount or percentage of his business time available to us.

 

Director Compensation

 

We do not currently pay any cash fees to our sole director, nor do we pay director’s expenses in attending board meetings.

 

Employment Agreements

 

We are not a party to any employment agreements.

 

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTAND RELATED STOCKHOLDER MATTERS.

 

The following table sets forth certain information as of June 30, 2013 regarding the number and percentage of our Common Stock (being our only voting securities) beneficially owned by each officer, director, each person (including any “group” as that term is used in Section 13(d)(3) of the Exchange Act) known by us to own 5% or more of our Common Stock, and all officers and directors as a group.

 

Name of Beneficial Owner of Shares  Class  Shares   Percent of Class 
Sunset Perspective, Inc.  Common Stock   10,000,000    100%

 

 

Unless otherwise indicated, we have been advised that all individuals or entities listed have the sole power to vote and dispose of the number of shares set forth opposite their names. For purposes of computing the number and percentage of shares beneficially owned by a security holder, any shares which such person has the right to acquire within 60 days of June 30, 2013 are deemed to be outstanding, but those shares are not deemed to be outstanding for the purpose of computing the percentage ownership of any other security holder.

 

15
 

 

We currently do not maintain any equity compensation plans.

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

 

As of June 30, 2013, our Board of Directors consist of three directors. They are not independent as such term is defined by a national securities exchange or an inter-dealer quotation system.  

 

Various related party transactions are reported throughout the notes to our financial statements and should be considered incorporated by reference herein.

 

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 

KLJ & Associates, LLP is our independent registered public accounting firm.

 

Audit Fees

 

The aggregate fees billed by KLJ &Associates, LLP for professional services rendered for the audit of our annual financial statements and review of financial statements included in our quarterly reports on Form 10-Q or services that are normally provided in connection with statutory and regulatory filings were $1,500 in 2012 and $3,800 for the 2013 fiscal year.

 

Audit-Related Fees

 

There were no fees billed by KLJ &Associates, LLP for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements for the fiscal years ended June 30, 2013 and 2012, respectively.

 

Tax Fees

 

The aggregate fees billed by KLJ &Associates, LLP for professional services for tax compliance, tax advice, and tax planning were $0 and $0 for the fiscal years ended June 30, 2013 and 2012, respectively.

 

There were no fees billed by KLJ &Associates, LLP for other products and services for the fiscal years ended June 30, 2013 and 2012, respectively.

 

Pre-Approval Policy

 

We do not currently have a standing audit committee. The above services were approved by our Board of Directors.

 

PART IV

 

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

(a) The following documents are filed as part of this Report:

 

1.

Financial Statements. The following financial statements and the report of our independent registered public accounting firm, are filed herewith.

 

  Report of Independent Registered Public Accounting Firm (KLJ &Associates, LLP)

 

16
 

 

  Consolidated Balance Sheets at June 30, 2013 and 2012
     
  Consolidated Statements of Operations for the years ended June 30, 2013 and 2012 from Sept. 19, 2009 to June 30, 2013.
     
  Consolidated Statements of Changes in Shareholders’ (Deficit) Equity for the period from Sept. 19, 2009 (Date of Inception)  to June 30, 2013
     
  Consolidated Statements of Cash Flows for the years ended June 30, 2013 and 2012 from Sept. 19, 2009 to June 30, 2013
     
  Notes to Financial Statements

 

 2. Financial Statement Schedules.

 

Schedules are omitted because the information required is not applicable or the required information is shown in the financial statements or notes thereto.

 

 3. Exhibits Incorporated by Reference or Filed with this Report.

 

Exhibit
No.
  Description
     
31.1   Chief Executive Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002*
     
31.2   Chief Financial Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002*
     
32.1   Chief Executive Officer Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002.*
     
32.2   Chief Financial Officer Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002.*

__________________

*Included herewith

 

17
 

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders of Megas, Inc. (f.k.a Mirador, Inc.).

 

We have audited the accompanying consolidated balance sheets of Megas, Inc. (f.k.a Mirador, Inc.). (a development stage company) (the “Company”) as of June 30, 2013 and 2012 , and the related consolidated statements of operations, stockholders’ equity, and cash flows for the years ended June 30, 2013 and 2012 and for the period September 19, 2009 (Inception) to June 30, 2013. Megas, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, based upon our audit the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Megas, Inc. (f.k.a Mirador, Inc.) as of June 30, 2013 and 2012 and the results of its operations and its cash flows for the years ended June 30, 2013 and 2012 and for the period September 19, 2009 (Inception) to June 30, 2013 in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, The Company is in the development stage, has not earned revenue, has suffered net losses and has had negative cash flows from operating activities during the years ended June 30, 2013 and 2012 and for the period September 19, 2009 (Inception) to June 30, 2013. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 3. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

 

 

/s/ KLJ & Associates, LLP

 

KLJ & Associates, LLP

St. Louis Park, MN
July 30, 2014  

 

 

 

1660 South Highway 100

Suite 500

St . Louis Park, MN 55416

630.277.2330

18
 

 

Megas, Inc.

(f.k.a Mirador, Inc.)

(A Development Stage Company)

Consolidated Balance Sheets

 

 

 

   30-Jun   June 30 
   2013   2012 
         
ASSETS          
           
Current assets          
Cash and cash equivalents  $-   $- 
Total current assets   -    - 
           
Fixed assets          
Equipment   10,000    - 
    10,000    - 
           
Intangible assets          
website   8,500    - 
Total Intangible assets   8,500    - 
           
Total assets   18,500   $- 
           
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY          
           
Current liabilities          
Bank overdrafts  $54   $- 
Accounts Payable   15,390    15,140 
Loan from shareholder   5,034    - 
Total current liabilities   20,478    15,140 
           
Total liabilities   20,478    15,140 
           
Stockholders' (Deficit) Equity          
Series A Preferred stock $.001 par value, 20,000,000 shares authorized, 17,000,000 and 0 shares issued and outstanding as of June 30, 2013 and 2012, respectively   17,000    - 
             
Series B Preferred stock $.001 par value, 5,000,000 shares authorized 500,000 and 0, outstanding as of June 30, 2013 and 2012, respectively   500    - 
           
Common Stock: $.001 par value, 75,000,000 shares authorized, 11,963,000 and 10,438,000 shares issued and outstanding as of June 30, 2013 and 2012, respectively   11,963    10,438 
Non-controlling interest   688    - 
Additional Paid in Capital   17,459,457    43,482 
Subscription Receivable   (5,000)   - 
Accumulated deficits   (17,486,586)   (69,060)
Total stockholders' (deficit) equity   (1,978)   (15,140)
           
Total liabilities and stockholders' (deficit) equity  $18,500   $- 

 

See accompanying notes to consolidated financial statements

 

19
 

  

Megas, Inc.

(f.k.a Mirador, Inc.)

(A Development Stage Company)

Consolidated Statements of Operations

 

   For the 
year ended 
June 30, 2013
   For the 
year ended
June 30, 2012
   For the Period from 
Inception on 
September 19, 2009 to
June 30,  2013
 
             
Revenue  $-   $-   $- 
                
Expenses               
Consulting   11,802,000    -    11,802,000 
General and administrative   5,338    54,801    74,398 
Total expenses   (11,807,338)   54,801    11,876,398 
                
Other Income (Expense)               
Additional consideration paid in excess of fair market value   (5,612,200)   -    (5,612,200)
                
Net loss  $(17,419,538)   (54,801)  $(17,488,598)
                
Net (loss) applicable to non-controlling interest   12   -    12
                
Net loss applicable to Megas, Inc.   (17,419,526)   (54,801)   (17,488,586)
                
Basic loss per common share  $(1.58)  $(0.01)   - 
                
Weighted average shares outstanding   11,046,333    10,438,000    - 

 

See accompanying notes to consolidated financial statements 

 

20
 

 

Megas, Inc.

(f.k.a Mirador, Inc.)

(A DEVELOPMENT STAGE COMPANY)

Consolidated Statement of Stockholders' Equity

  

 

                                             
                                       Deficit     
                           Additional       Non   Accumulated   Total 
   Preferred Series A   Preferred Series B   Common Shares   Paid in   Subscription   controlling   During   Stockholders' 
   Shares   Amount   Shares   Amount   Shares   Amount   Capital   Receivable   Interest   Development   Deficit 
Inception (September 19, 2009)                                                       
                                                        
Common stock issued for cash   -    -    -    -    10,000,000    10,000    -    -    -    -    10,000 
                                                        
Net loss for period (September 19 2009 through                                                       
   June 30, 2010)   -    -    -    -    -    -    -    -    -    (8,951)   (8,951)
                                                        
Balance June 30, 2010   -    -    -    -    10,000,000    10,000    -    -    -    (8,951)   1,049 
                                                        
Shares used for acquisition   -    -    -    -    438,000    438    43,362    -    -    -    43,800 
                                                        
Forgiveness of debt from related party   -    -    -    -    -    -    120    -    -    -    120 
                                                        
Net loss   -    -    -    -    -    -    -    -    -    (5,308)   (5,308)
                                                        
Balance, June 30, 2011   -    -    -    -    10,438,000    10,438    43,482    -    -    (14,259)   39,661 
                                                        
Net loss   -    -    -    -    -    -    -    -    -    (54,801)   (54,801)
                                                        
Balance, June 30, 2012   -    -    -    -    10,438,000    10,438    43,482    -    -    (69,060)   (15,140)
                                                        
Shares used for acquisiton   5,600,000    5,600              1,500,000    1,500    5,622,900    -    700    -    5,630,700 
                                                        
Shares issued for services   11,400,000    11,400    500,000    500              11,788,100    -              11,800,000 
                                                        
Shares issued for cash   -    -    -    -    25,000    25    4,975    (5,000)             - 
                                                        
Net loss   -    -    -    -    -    -    -    -    (12)   (17,417,526)   (17,417,538)
                                                        
Balance June 30, 2013   17,000,000    17,000    500,000    500    11,963,000    11,963    17,459,457    (5,000)   688    (17,486,586)   (1,978)

 

 

See accompanying notes to consolidated financial statements 

 

21
 

 

Megas, Inc.

(f.k.a Mirador, Inc.)

(A Development Stage Company)

Consolidated Statements of Cash Flows

 

 

   For the year ended
June 30, 2013
   For the year ended
June 30, 2012
   For the Period from
September 19, 2009
(Inception) to March
31, 2013
 
             
Cash flows from operating activities               
Net loss  $(17,417,538)  $(54,801)  $(17,486,598)
Adjustments to reconcile net loss to net cash used in operating activities               
Bad debt   -    43,800    43,800 
Forgiveness of debt   -    -    120 
Stock issued for services   11,802,000    -    11,802,000 
Stock issued for acquisition   5,612,200    -    5,612,200 
Change in operating assets and liabilities               
Accounts payable   250    11,001    15,390 
Net cash used in operating activities   (5,088)   -   (15,088)
                
Cash flows from financing activities               
Bank overdrafts  $54   $-   $54 
Loan from shareholder   5,034    -    5,034 
Proceeds from sale of stock   -    -    10,000 
Net cash provided by financing activities   5,088    -    15,088 
                
Net change in cash   -    -    - 
                
Cash at beginning of period   -    -    - 
                
Cash at end of year  $-   $-   $- 
                
Supplemental cash flow Information:               
Cash paid for interest  $-   $-   $- 
Cash paid for income taxes  $-   $-   $- 
                
Non-cash activity               

 

See accompanying notes to consolidated financial statements 

 

22
 

  

MEGAS, INC.

(A Development Stage Enterprise)

Notes to Consolidated Financial Statements

For the Years Ended June 30, 2013 and 2012

 

 

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 period ended June 30, 2012 and notes thereto contained in the Company’s Form 10-K filed with the SEC as well as the unaudited financial statements for the period ended June 30, 2013. 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. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2012 as reported in the form 10-K have been omitted.

 

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 June 30, 2013, 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 convertible debt instrument issued, as of June 30, 2013, basic and diluted loss per share was the same as there were no outstanding instruments having a dilutive effect.

 

23
 

 

MEGAS, INC.

(A Development Stage Enterprise)

Notes to Consolidated Financial Statements

For the Years Ended June 30, 2013 and 2012

 

 

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 start up costs and expenses. As a result, the Company incurred accumulated net losses from Inception (September 19, 2009) through the period ended June 30, 2013 of ($17,486,586). In addition, the Company’s development 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 were 11,963,000 and 10,438,000 shares of common stock outstanding as of June 30, 2013 and 2012.

 

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 Series A stock has a par value of $.001 and each share is convertible into five share 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 17,000,000 shares of Preferred A stock and 500,000 shares of Preferred B stock outstanding outstanding as of June 30, 2013.

 

The Company had 87,000,000 common shares equivalents not included in earning per share calculation since they are considered anti-dilutive.

  

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.

 

24
 

 

MEGAS, INC.

(A Development Stage Enterprise)

Notes to Consolidated Financial Statements

For the Years Ended June 30, 2013 and 2012

 

NOTE 6 – INCOME TAXES

 

As of June 30, 2013, the Company had net operating loss carry forwards of approximately $17,486,586 that may be available to reduce future years’ taxable income in varying amounts through 2031. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

 

The provision for Federal income tax consists of the following:

 

   June 30, 2013   June 30, 2012 
Federal income tax benefit attributable to:          
Current operations   5,921,963    18,632 
Less: valuation allowance   (5,921,963)   (18,632)
Net provision for Federal income taxes  $-      

 

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:

 

   June 30, 2013   June 30,  2012 
Deferred tax asset attributable to:          
Net operating loss carryover   17,417,538    54,801 
Less: valuation allowance   (17,417,538)   (54,801)
Net deferred tax asset  $-      

  

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $17,486,598 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years. 

  

NOTE 7: 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. 

 

25
 

  

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Megas, Inc.
     
Date: July 31, 2014    
     
  By: /s/ Charles Mui
  Charles Mui, President

 

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Date: July 31, 2014      
     
  By: /s/ Charles Mui
  Charles Mui, President and Director
  (Principal Executive Officer)
     
Date: July 31, 2014      
     
  By: /s/ Charles Mui
  Charles Mui, Chief Financial Officer
  (Principal Financial and Accounting Officer)

 

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