Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Mirador, Inc.
(Exact Name of registrant in its charter)
Nevada		27-1000407
(State or jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)
420 Nellis Blvd. Ste. 131
Las Vegas, Nevada 89110
(602) 460-6520
(Address and telephone number of principal executive offices)
Corporate Capital Formation 2724 Otter Creek Ct 101
Las Vegas, NV 89117
(702) 320-5913
(Name, address and telephone number of agent for service)
Copies to:
Abby Ertz, Esq. 3960 W. Point Loma Blvd. Ste. H 436
San Diego, CA 92110 Telephone (619) 840-4566 Fax (619) 795-8400

MEGAS, INC.

~~Approximate~~(Exact ~~date~~name of ~~proposed~~registrant ~~sale to the public: As soon~~ as ~~practicable~~specified in ~~after~~its ~~this Registration Statement becomes effective.~~charter)

If any of the securities being registered are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box X .

Nevada	8999	27-10000407
(State or other jurisdiction of	(Primary standard industrial	(IRS employer
incorporation or organization)	classification code number)	identification number)

If1291 ~~this~~Galleria ~~Form~~Dr. isSuite filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. .220

~~If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act~~Henderson, ~~check~~NV ~~the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. .~~89104

~~If this Form is a post-effective amendment filed pursuant to Rule 462~~(d702) ~~under~~900-5550 ~~the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. .~~

~~Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accredited filer or a smaller reporting company~~http://www.megasglobal.com

~~Large~~(Address, ~~accelerated~~including ~~filer .~~zip ~~Accelerated~~code, ~~filer .~~and telephone number, including area code, of registrant’s principal executive offices)

~~Non-accelerated~~Nevada ~~filer .~~Corporate ~~Smaller reporting company X .~~Headquarters

101 Convention Center Drive

7^th Floor

Las Vegas, NV 89109

Ph: 800-398-1077

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Harold P. Gewerter, Esq. Ltd.

5536 S. Ft. Apache #102

Las Vegas, NV 89148

Ph: (702) 382-1714

Fax: (702) 382-1759

Email:harold@gewerterlaw.com

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. x

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨.

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨.

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a 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	¨. (Do not check if a smaller reporting company)	Smaller reporting company	x

CALCULATION OF REGISTRATION FEE

Tile of each class of securities to be registered	Dollar amount to be registered	Proposed maximum offering price per share (1)	Proposed maximum aggregate offering price	Amount of registration fee (2)
Title of Each Class of Securities to be Registered		Amount to be Registered			Proposed Maximum Offering Price per Share		Proposed Maximum Offering Price(2)		Amount of Registration Fee (3)
Common Stock	$6000	$0.005	$6000	$.33
Selling Shareholders – Common Stock			8,234,821		$	0.02	$	164,697	$	21.21

(1) Registration fee has been paid via Fedwire.

~~This~~(2) isEstimated ansolely ~~initial~~for ~~offering of securities by~~ the purpose ~~registrant and no current trading market exists for our common stock. The Offering price~~ of ~~the~~calculating ~~common stock offered hereunder has been arbitrarily determined by~~ the ~~Company~~registration ~~and~~fee ~~bears~~pursuant ~~no relationship~~ to ~~any~~Rule ~~objective criterion of value~~457(a). The price does not bear any relationship to the assets, book value, historical earnings or net worth of the Company. In determining the Offering Price, the Company considered such factors as the prospects, if any, of similar companies, the previous experience of management, the Company's anticipated results of operations, the present financial resources of the Company, and the likelihood of acceptance of this Offering.

(23) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act.

~~Estimated~~The ~~solely~~registrant ~~for~~hereby amends ~~purposes~~this ofregistration ~~calculating~~statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration ~~fee~~statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to ~~Rule~~said ~~457~~Section 8(a), may determine.

The ~~Registrant~~selling ~~hereby~~shareholders will ~~amends~~sell ~~this Registration Statement on such date or dates as may be necessary to delay its effective date until~~ the ~~Registrant~~common ~~shall~~stock ~~file~~being aregistered ~~further~~in ~~amendment which specifically states that~~ this ~~Registration~~offering ~~Statement shall thereafter become effective in accordance with Section 8(~~at a) offixed ~~the~~price ~~Securities Act~~ of ~~1933~~$0.02 orper ~~until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine~~share.

SUBJECT TO COMPLETION, DATED August 6, 2014.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS

MEGAS, INC.

8,234,821 Shares of Common Stock

This prospectus will allow 44 selling shareholders to sell 8,234,821 shares of common stock which proceeds will not be available for use by the company.

Our common stock is not traded on any public market and, although we intend to apply to have the prices of our common stock quoted on the Over-The-Counter Bulletin Board (“OTCBB”) maintained by the Financial Industry Regulatory Authority (“FINRA”) concurrently with the filing of the registration statement of which this prospectus is a part, there can be no assurance that a market maker will agree to file the necessary documents with FINRA to enable us to participate on the OTCBB, nor can there be any assurance that any application filed by any such market maker for quotation on the OTCBB will be approved.

Selling stockholders will sell at a fixed price of $0.02 per share. The selling shareholders in this offering are underwriters.

The Company is an emerging growth company under the Jumpstart Our Business Startups Act.

Our Independent Registered Public Accounting Firm has raised substantial doubts about our ability to continue as a going concern.

The securities offered in this prospectus involve a high degree of risk. You should consider the risk factors beginning on page 3 before purchasing our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is August 6, 2014.

~~The~~TABLE ~~information~~OF in this document is not complete and may be changed. The Company may not sell the securities offered by this document until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and the Company is not soliciting an offer to buy these securities, in any state or other jurisdiction where the offer or sale is not permitted. CONTENTS

Prospectus

Prospectus Summary	4
Risk Factors	6
Cautionary Note Regarding Forward-Looking Statements	10
Use of Proceeds	11
Capitalization	11
Dilution	11
Market for Common Equity and Related Stockholder Matters	11
Description of Business and Property	11
Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Our Management	24
Security Ownership of Certain Beneficial Owners and Management	29
Certain Relationships and Related Party Transactions	29
Description of Capital Stock	30
Selling Stockholders	31
Plan of Distribution	32
Disclosure of Commission Position on Indemnification for Securities Act Liabilities	35
Legal Opinion	35
Experts	35
Interests of Named Experts and Counsel	35
Additional Information	35
Index to Financial Statements	F-1
Report of Independent Registered Public Accounting Firm	F-2
Part II – Information Not Required in Prospectus	II-1
Signatures	II-3

~~Mirador~~Unless otherwise specified, ~~Inc~~the information in this prospectus is set forth as of August 6, 2014, and we anticipate that changes in our affairs will occur after such date. We have not authorized any person to give any information or to make any representations, other than as contained in this prospectus, in connection with the offer contained in this prospectus. If any person gives you any information or makes representations in connection with this offer, do not rely on it as information we have authorized. This prospectus is not an offer to sell our common stock in any state or other jurisdiction to any person to whom it is unlawful to make such offer.

1,200,000 Shares of Common Stock

$0.005 per share

Mirador, Inc. is offering on a best-efforts basis 1,200,000 shares of its common stock at a price of $0.005 per share. The shares are intended to be sold directly through the efforts of Stephen A. Schramka, our sole officer and director. The intended methods of communication include, without limitation, telephone and personal contacts. For more information, see the section titled "Plan of Distribution" herein.

The proceeds from the sale of the shares in this offering will be payable to Abby Ertz, Esq. - Trust Account for Mirador, Inc. All subscription funds will be held in escrow in a non-interest bearing Trust Account at Bank of America pending the achievement of the offering and no funds shall be released to us until such a time as the proceeds are raised. If the offering is not achieved within 180 days of the date of this prospectus, all subscription funds will be returned to investors promptly without interest or deduction of fees. We shall have the right, in our sole discretion, to extend the initial offering period an additional 180 days. See the section entitled "Plan of Distribution” herein. Neither we nor any subscriber shall receive interest no matter how long subscriber funds might be held.

The offering may terminate on the date when the sale of all 1,200,000 shares is completed, or 180 days from the effective date of this document, or any extension thereto.

Prior to this offering, there has been no public market for our common stock. We are a development stage company which currently has no operations and has not generated any revenue. Therefore, any investment involves a high degree of risk.

We are conducting a "Blank Check" offering subject to Rule 419 of Regulation C as promulgated by the U.S. Securities and Exchange Commission (the "S.E.C.") under the Securities Act of 1933, as amended (the "Securities Act").The net offering proceeds, after deduction for offering expenses and sales commissions, and the securities to be issued to investors must be deposited in an account (the "Deposited Funds" and "Deposited Securities," respectively). While held in the escrow account, the deposited securities may not be traded or transferred. Except for an amount up to 10% of the deposited funds otherwise releasable under Rule 419, the deposited funds and the deposited securities may not be released until an acquisition meeting certain specified criteria has been consummated and a sufficient number of investors reconfirm their investment in accordance with the procedures set forth in Rule 419. Pursuant to these procedures, a new prospectus, which describes an acquisition candidate and its business and includes audited financial statements, will be delivered to all investors. We must return the pro rata portion of the deposited funds to any investor who does not elect to remain an investor. Unless a sufficient number of investors elect to remain investors, all investors will be entitled to the return of a pro rata portion of the deposited funds (plus interest) and none of the deposited securities will be issued to investors. In the event an acquisition is not consummated within 18 months of the effective date of this prospectus, the deposited funds will be returned on a pro rata basis to all investors.

Until 90 days after the date funds and securities are released from the escrow or trust account pursuant to Rule 419, all dealers effecting transactions in the registered securities, whether or not participating in this distribution, may be required to deliver a prospectus.

~~THIS~~PROSPECTUS ~~INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE ONLY IF YOU CAN AFFORD A COMPLETE LOSS OF YOUR INVESTMENT. SEE THE SECTION ENTITLED “RISK FACTORS” HEREIN ON PAGE 6.~~SUMMARY

	Number of Shares	Offering Price	Underwriting Discounts & Commissions	Proceeds to the Company
Per Share	1	$0.005	$0.00	$0.005
Offering	1,200,000	$6,000	$0.00	$6,000

The following summary highlights selected information from this prospectus and may not contain all the information that is important to you. To understand our business and this offering fully, you should read this entire prospectus carefully, including the financial statements and the related notes beginning on page F-1. This prospectus contains forward-looking statements and information relating to Megas, Inc. See Cautionary Note Regarding Forward Looking Statements on page 8.

~~This~~Our ~~Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.~~Company

~~NEITHER~~The ~~THE~~Company ~~SECURITIES~~was ~~AND~~formed on ~~EXCHANGE~~September ~~COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES~~17, OR2009 ~~PASSED~~in ~~UPON~~the ~~THE~~State ~~ADEQUACY~~of ~~OR ACCURACY OF THIS PROSPECTUS~~Nevada. ~~ANY~~The ~~REPRESENTATION~~selling TOshareholders ~~THE~~in ~~CONTRARY~~this ISoffering Aare ~~CRIMINAL OFFENSE~~underwriters.

~~Subject~~Business ~~to completion, dated_______________, 2009~~Strategy

We are a development stage company. As a premier lifestyle brand Megas will provide a home based business & entrepreneurial opportunity for individuals by bridging entertainment events and cutting edge wellness products. Through leveraging online social communities and building a strong company culture through live entertainment based events, Megas will become the leading force in the wellness industry for the Gen Y population. We will unite millions of people by combining entertainment and education to develop happy healthy individuals who are prepared for a successful future.

The Company has an accumulated deficit of $17,486,586 since inception and our auditors issued a going concern opinion in its June 30, 2013 audit.

Our executive offices are located at 1291 Galleria Dr. Suite 220, Henderson, NV 89014. Our telephone number is (702) 900-5550.

The Company is an emerging growth company under the Jumpstart Our Business Startups Act.

~~TABLE~~The OFCompany ~~CONTENTS~~shall continue to be deemed an emerging growth company until the earliest of—

			PAGES
PART I – INFORMATION REQUIRED IN THE PROSPECTUS
	Summary Information and Risk Factors		5
	Use of Proceeds		13
	Determination of Offering Price		13
	Dilution		14
	Selling Shareholders		15
	Plan of Distribution		15
	Description of Securities to be Registered		17
	Interests of Named Experts and Counsel		18
	Information with Respect to the Registrant		19
		Description of Business	19
		Description of Property	19
		Legal Proceedings	19
		Market price and Dividends on the Issuer’s Common Stock	20
		Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	24
		Directors, Executive Officers, Promoters and Control Persons	24
		Executive Compensation	26
		Security Ownership of Certain Beneficial Owners and Management	26
		Certain Relationships and Related Transactions	27
		Reports to Security Holders	27
	Disclosure of Commission Position on Indemnification		27
	Financial Statements – Audited Financial Statements dated _____________

‘(A) the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more;

‘(B) the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under this title;

‘(C) the date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or

‘(D) the date on which such issuer is deemed to be a ‘large accelerated filer’, as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto.’.

As an emerging growth company the company is exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures.

Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting.

As an emerging growth company the company is exempt from Section 14A and B of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes.

The Company has irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the Act.

The Offering

This prospectus covers up to 8,234,821 shares to be sold by our selling shareholders who will sell at a fixed price of $0.02 per share until the prices of our common stock are quoted on the OTCBB and thereafter at prevailing market prices or privately negotiated prices.

ABOUT THIS OFFERING

Securities Being Offered		Up 8,234,821 shares of common stock of Megas, Inc. to be sold by selling shareholders who will sell at a fixed price of $0.02 per share. The selling shareholders in this offering are underwriters.

Initial Offering Price		Up 8,234,821 shares of common stock of Megas, Inc. to be sold by selling shareholders at a fixed price of $0.02 per share.

Terms of the Offering		The selling shareholders will sell at a fixed price of $0.02 per share.

Termination of the Offering		The offering will conclude when the selling shareholder have sold all of the 8,234,821 shares of common stock offered by them.

Risk Factors		An investment in our common stock is highly speculative and involves a high degree of risk. See Risk Factors beginning on page 3.

Shares registered in this prospectus may not be sold until it is declared effective. The common shares offered under this prospectus may not be sold by the selling security holders, except in negotiated transactions with a broker-dealer or market maker as principal or agent, or in privately negotiated transactions not involving a broker or dealer. Information regarding the selling security holders, the common shares they are offering to sell under this prospectus and the times and manner in which they may offer and sell those shares is provided in the sections of this prospectus captioned "Selling Security Holders" and "Plan of Distribution."

~~PART~~RISK ~~I: INFORMATION REQUIRED IN PROSPECTUS~~FACTORS

~~ITEM~~An 3investment -in ~~SUMMARY~~our common ~~INFORMATION~~stock ~~AND~~is ~~RISK~~highly ~~FACTORS~~speculative, involves a high degree of risk, and should be made only by investors who can afford a complete loss. You should carefully consider the following risk factors, together with the other information in this prospectus, including our financial statements and the related notes, before you decide to buy our common stock. If any of the following risks actually occur, our business, financial condition, or results of operations could be materially adversely affected, the trading of our common stock could decline, and you may lose all or part of your investment therein.

~~SUMMARY~~Risks ~~INFORMATION~~Relating ~~AND~~to ~~RISK~~the ~~FACTORS~~Early Stage of our Company

~~Rights~~We are at a very early operational stage and ~~Protections~~our ~~Under~~success ~~Rule~~is ~~419~~subject to the substantial risks inherent in the establishment of a new business venture.

~~Escrow~~The implementation of ~~90%~~our business strategy is in a very early stage. Our business and operations should be considered to be in a very early stage and subject to all of the ~~Proceeds~~risks ~~Derived~~inherent ~~Hereby~~in the establishment of a new business venture. Accordingly, our intended business and operations may not prove to be successful in the near future, if at all. Any future success that we might enjoy will depend upon many factors, several of which may be beyond our control, or which cannot be predicted at this time, and which could have a material adverse effect upon our financial condition, business prospects and operations and the value of an investment in our company.

~~Upon~~We ~~completion~~have of this offering, 90% of the net proceeds therefrom will be placed in an escrow account with Abby Ertz, Esq. as escrow agent, subject to release upon the earlier of (I) written notification by the company of its completion of a ~~merger~~very orlimited ~~acquisition~~operating history and ~~reconfirmation~~our ~~offering~~business ~~confirmation~~plan asis ~~described~~unproven ~~herein;~~and ormay ~~(II)~~not 18be ~~months after the effective date of this registration statement~~successful. ~~See "Risk Factors" and "Proposed Business."~~

~~Escrowed~~Our ~~Funds~~company ~~Not~~was Toformed in BeSeptember ~~Used~~2009 ~~For~~but ~~Salaries~~we Orhave ~~Reimbursable~~not ~~Expenses~~yet begun full scale operations. We have not licensed or sold any substantial amount of products commercially and do not have any definitive agreements to do so. We have not proven that our business model will allow us to generate a profit. The Company has not yet sold any products commercially and has not yet generated any revenue.

NoWe ~~funds~~have ~~(including~~suffered ~~any~~operating ~~interest~~losses since ~~earned~~inception ~~thereon) will be disbursed from the escrow account for the payment of salaries or reimbursement of expenses incurred on the company's behalf by the company's officer~~ and ~~director.~~we ~~Other~~may ~~than~~not ~~the foregoing, there is no limit on the amount of such reimbursable expenses, and there will~~ be noable ~~review~~to ofachieve ~~the reasonableness of such expenses by anyone other than the Company's board of directors, who is also the sole officer~~profitability. In no event will the escrowed funds (including any interest earned thereon) be used for any purpose other than implementation of a business combination. See "Risk Factors," "Use Of Proceeds" and "Certain Transactions."

~~PROSPECTUS~~We ~~SUMMARY~~had an accumulated deficit of ($17,486,586) as of June 30, 2013 and we expect to continue to incur significant set up and marketing expenses in the foreseeable future related to the completion of development and commercialization. As a result, we are sustaining substantial operating and net losses, and it is possible that we will never be able to sustain or develop the revenue levels necessary to attain profitability.

~~The~~We ~~following~~may ~~summary~~have isdifficulty ~~qualified~~raising ~~in its entirety by detailed information appearing elsewhere in this prospectus ("Prospectus"). Each prospective investor is urged to read this Prospectus~~additional capital, ~~and~~which ~~the~~could ~~attached~~deprive ~~Exhibits,~~us inof ~~their~~necessary ~~entirety~~resources.

~~DEPOSIT~~In OForder ~~OFFERING~~to ~~PROCEEDS~~support the ~~AND~~initiatives ~~SECURITIES~~envisioned in our business plan, we will need to raise additional funds through public or private debt or equity financing, collaborative relationships or other arrangements. Our ability to raise additional financing depends on many factors beyond our control, including the state of capital markets, the market price of our common stock and the development or prospects for development of competitive technology by others. Because our common stock is not listed on a stock market, many investors may not be willing or allowed to purchase it or may demand steep discounts. Sufficient additional financing may not be available to us or may be available only on terms that would result in further dilution to the current owners of our common stock.

~~Rule~~We ~~419~~expect ~~requires~~to ~~that~~raise additional ~~the~~capital ~~net~~during ~~offering~~2014 ~~proceeds,~~but ~~after~~we ~~deduction~~do ~~for~~not ~~underwriting~~have ~~compensation~~any ~~and~~firm ~~offering~~commitments ~~costs,~~for ~~and~~funding. ~~all~~If ~~securities~~we toare beunsuccessful ~~issued~~in beraising ~~deposited~~additional capital, ~~into an escrow~~ or ~~trust account (~~the ~~"Deposited Funds" and "Deposited Securities," respectively) governed by an agreement which contains certain~~ terms ~~and~~of ~~provisions~~raising ~~specified~~such bycapital ~~the~~are ~~rule. Under Rule 419~~unacceptable, ~~the~~we ~~Deposited~~may ~~Funds~~have ~~and~~to ~~Deposited~~modify ~~Securities~~our ~~will~~business beplan ~~released to the Company~~ and/or tosignificantly ~~investors,~~curtail our ~~respectively,~~planned ~~only~~activities after the Company has met the following three conditions: First, the Company must execute an agreement for an acquisition(s) meeting certain prescribed criteria; second, the Company must successfully complete a reconfirmation offering which includes certain prescribed terms and ~~conditions;~~other ~~and third, the acquisition(s) meeting the prescribed criteria must be consummated~~operations.

~~POST-EFFECTIVE~~The ~~AMENDMENT~~Company does not have sufficient funds to meet its requirements for the next 12 months.

~~Once~~The ~~the~~company ~~agreement(s)~~does ~~governing~~not ~~the~~currently ~~acquisition(s) of a business(es) meeting the above criteria has (~~have) ~~been~~sufficient funds ~~executed,~~to ~~Rule~~meet ~~419~~its ~~requires~~requirements ~~the~~for ~~Company to update~~ the ~~registration~~next ~~statement~~12 ~~of which this prospectus is a part with a post-effective amendment~~months. The ~~post-effective~~Company ~~amendment~~will ~~must~~be ~~contain~~mainly ~~information~~in ~~about:~~ the ~~proposed~~set ~~acquisition~~up ~~candidate(s)~~ and ~~its~~fund ~~business(es),~~raising ~~including~~mode ~~audited~~for ~~financial statements;~~ the ~~results~~next 12 ofmonths ~~this offering;~~ and ~~the~~thus ~~use~~needing offunding ~~the~~will ~~funds~~be ~~disbursed~~gained ~~from~~through ~~the~~sales ~~escrow account. The post-effective amendment must also include the terms~~ of ~~the~~equity, ~~reconfirmation~~debt ~~offer~~or ~~mandated~~related byparty ~~Rule 419~~loans. ~~The offer must include certain prescribed conditions which must be satisfied before the Deposited Funds and Deposited Securities can be released from escrow.~~

~~RECONFIRMATION~~There ~~OFFERING~~are substantial doubts about our ability to continue as a going concern and if we are unable to continue our business, our shares may have little or no value.

The ~~reconfirmation~~company’s ability ~~offer~~to ~~must~~become ~~commence~~a ~~within~~profitable ~~five~~operating ~~business~~company ~~days~~is ~~after~~dependent ~~the~~upon ~~effective~~its ~~date~~ability to generate revenues and/or obtain financing adequate to fulfill its research and market introduction activities, and achieving a level of ~~the~~revenues ~~post-effective~~adequate ~~amendment~~to support our cost structure has raised substantial doubts about our ability to continue as a going concern. ~~Pursuant~~We plan to ~~Rule~~attempt ~~419~~to raise additional equity capital by selling shares in this offering and, ~~the~~if ~~terms~~necessary, ofthrough ~~the~~one ~~reconfirmation~~or ~~offer~~more ~~must~~private ~~include~~placement or public offerings. However, the ~~following~~doubts raised, ~~conditions:~~relating to our ability to continue as a going concern, may make our shares an unattractive investment for potential investors. These factors, among others, may make it difficult to raise any additional capital.

(1) The prospectus contained in the post-effective amendment will be sent to each investor whose securities are held in the escrow account within five business days after the effective date of the post-effective amendment;

2) Each investor will have no fewer than 20, and no more than 45, business days from the effective date of the post-effective amendment to notify the Company in writing that the investor elects to remain an investor;

~~(3)~~Failure Ifto weeffectively domanage ~~not~~our growth ~~receive~~could ~~written~~place ~~notification~~strains ~~from~~on ~~any~~our ~~investor within 45 business days following the effective date~~managerial, ~~the~~operational ~~pro~~and ~~rata~~financial ~~portion~~resources ~~of the Deposited Funds (~~and ~~any~~could ~~related~~adversely ~~dividends)~~affect ~~held~~our ~~in the escrow account on such investor's behalf will be returned to the investor within five~~ business ~~days~~and ~~by first class mail or other equally prompt means;~~operating results.

~~(4)~~Our ~~The~~growth ~~acquisition(~~has placed, and is expected to continue to place, a strain on our managerial, operational and financial resources. Further, if our subsidiary’s) business grows, we will be ~~consummated~~required ~~only~~to ifmanage ~~investors~~multiple ~~having~~relationships. ~~contributed~~Any ~~80%~~further ofgrowth by us or our subsidiary, or an increase in the ~~maximum~~number ~~offering~~of ~~proceeds~~our ~~elect~~strategic relationships will increase this strain on our managerial, operational and financial resources. This strain may inhibit our ability to ~~reconfirm~~achieve ~~their~~the ~~investments;~~rapid execution necessary to implement our business plan, and could have a material adverse effect upon our financial condition, business prospects and operations and the value of an investment in our company.

~~(5)~~Risks IfRelating ~~a consummated acquisition(s) has not occurred within 18 months from the date of this prospectus, the Deposited Funds held in the escrow account shall be returned~~ to ~~all~~Our ~~investors on a pro rata basis within five business days by first class mail or other equally prompt means.~~Business

~~RELEASE~~We OFmay ~~DEPOSITED~~not ~~SECURITIES~~be ~~AND~~able ~~DEPOSITED~~to ~~FUNDS~~execute our business plan or stay in business without additional funding.

~~The~~Our ~~Deposited~~ability ~~Funds~~to generate future operating revenues depends in part on whether we can obtain the financing necessary to implement our business plan. We will likely require additional financing through the issuance of debt and/or ~~Deposited~~equity ~~Securities~~in order to establish profitable operations, and such financing may not be ~~released~~forthcoming. toAs uswidely ~~and~~reported, the ~~investors~~global and domestic financial markets have been extremely volatile in recent months. If such conditions and constraints continue or if there is no investor appetite to finance our specific business, ~~respectively~~we may not be able to acquire additional financing through credit markets or equity markets. Even if additional financing is available, ~~after:~~it may not be available on terms favorable to us. At this time, we have not identified or secured sources of additional financing. Our failure to secure additional financing when it becomes required will have an adverse effect on our ability to remain in business.

~~(1)~~If ~~The~~our ~~Escrow~~estimates ~~Agent~~related ~~has~~to ~~received~~future expenditures ~~written~~are ~~certification~~erroneous ~~from~~or usinaccurate, ~~and~~our ~~any other evidence acceptable by the Escrow Agent that the Company has executed an agreement for the acquisition(s) of a~~ business~~(es)~~ ~~the~~will ~~value~~fail ~~of which represents at least 80% of the maximum offering proceeds~~ and ~~has~~you ~~filed~~could ~~the~~lose ~~required~~your ~~post-effective~~entire amendment, the post-effective amendment has been declared effective, the mandated reconfirmation offer having the conditions prescribed by Rule 419 has been completed, and the Company has satisfied all of the prescribed conditions of the reconfirmation offer; andinvestment.

~~(2)~~Our ~~The~~success ~~acquisition(~~is dependent in part upon the accuracy of our management’s) estimates of ~~the~~our ~~business~~future cost expenditures for legal and accounting services (esincluding those we expect to incur as a publicly reporting company), ~~the~~for ~~value~~website ofmarketing and development expenses, and for administrative expenses, which ~~represents~~management atestimates ~~least~~to ~~80%~~be ofapproximately between $25,000 and $45,000 over the ~~maximum~~next ~~offering~~twelve ~~proceeds~~months. isIf (such estimates are) ~~consummated~~erroneous or inaccurate, or if we encounter unforeseen costs, we may not be able to carry out our business plan, which could result in the failure of our business and the loss of your entire investment.

~~THE~~Our ~~COMPANY~~auditor has raised substantial doubts about our ability to continue as a going concern and if we are unable to continue our business, our shares may have little or no value.

~~Business~~The ~~Overview~~company’s ability to become a profitable operating company is dependent upon its ability to generate revenues and/or obtain financing adequate to fulfill its research and market introduction activities, and achieving a level of revenues adequate to support our cost structure has raised substantial doubts about our ability to continue as a going concern. We plan to attempt to raise additional equity capital by selling shares in this offering and, if necessary, through one or more private placement or public offerings. However, the doubts raised, relating to our ability to continue as a going concern, may make our shares an unattractive investment for potential investors. These factors, among others, may make it difficult to raise any additional capital.

We ~~were~~will ~~incorporated~~need into ~~the~~achieve ~~State~~commercial acceptance of ~~Nevada~~our onapplications ~~September 19, 2009~~ to ~~engage~~generate inrevenues ~~any lawful corporate undertaking, including, but not limited to, selected mergers~~ and ~~acquisitions.~~achieve ~~The Company has been in the developmental stage since inception and has no operations to date~~profitability. ~~Other than issuing shares to its original shareholder, the Company never commenced any operational activities.~~

~~The~~Even ~~Company~~if ~~was~~our ~~formed~~development yields bytechnologically ~~Stephen~~superior A.sites, ~~Schramka~~we may not successfully develop commercial sites, ~~the~~and ~~initial~~even ~~director~~if we do, we may not do so on a timely basis. We cannot predict when significant commercial market acceptance for our sites and the ~~purpose~~affiliated products sold thereon will develop, if at all, and we cannot reliably estimate the projected size of ~~creating~~any asuch ~~corporation~~potential ~~which~~market. ~~could~~If markets fail to accept our sites and related products, we may not be ~~used~~able to ~~consummate~~generate arevenues ~~merger~~from orthe ~~acquisition~~commercial application of our technologies. Our Mrrevenue growth and achievement of profitability will depend substantially on our ability to introduce new products that are accepted by customers. ~~Schramka~~If ~~serves~~we asare ~~President~~unable to cost-effectively achieve acceptance of our sites by customers, ~~Secretary~~or if the associated products do not achieve wide market acceptance, ~~Treasurer~~our business will be materially and ~~Director.~~adversely Mraffected. ~~Schramka~~

~~determined~~Any ~~next~~significant todisruption ~~proceed~~in ~~with~~our website ~~filing~~presence or services could result in a ~~Form~~loss ~~S-1~~of customers.

MrOur plans call for our customers to access our service through our website.~~Schramka,~~ ~~the~~Our ~~President~~reputation and ~~Director~~ability to attract, ~~elected~~retain toand ~~commence~~serve ~~implementation~~our customers will be dependent upon the reliable performance of our ~~principal~~website, ~~business~~network ~~purpose,~~infrastructure ~~described~~and ~~below~~fulfillment ~~under~~processes ~~"Plan~~(how ofwe ~~Operation"~~deliver services purchased by our customers). AsProlonged ~~such,~~or wefrequent ~~can~~interruptions bein ~~defined~~any asof athese ~~"shell"~~systems ~~company,~~could ~~whose~~make ~~sole~~our ~~purpose~~website atunavailable ~~this~~or unusable, ~~time~~which iscould todiminish ~~locate~~the ~~and~~overall ~~consummate~~attractiveness aof ~~merger~~our orsubscription ~~acquisition~~service ~~with~~to aexisting ~~private~~and ~~entity~~potential customers.

The proposed business activities described herein classify us as a "blank check" company. Many states have enacted statutes, rules and regulations limiting the sale securities of "blank check" companies in their prospective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in the Company's securities until such time as the Company has successfully implemented its business plan described herein. Accordingly, each current shareholder of the Company has executed and delivered a "lock-up" letter agreement, affirming that his/her respective shares of the Company's common stock until such time as the Company has successfully consummated a merger or acquisition and the Company is no longer classified as a "blank check" company. In order to provide further assurances that no trading will occur in the Company's securities until a merger or acquisition has been consummated, each current shareholder has agreed to place his/her respective certificates until such time as legal counsel has confirmed that a merger or acquisition has been successfully consummated. However, while we believe that the procedures established to preclude any sale of our securities prior to closing of a merger or acquisition will be sufficient, there can be no assurances that the procedures established herein will unequivocally limit any shareholder to sell their respective securities before such closing.

As of the date of this prospectus, we have 10,000,000 shares of $0.001 par value common stock issued and outstanding.

Our operations and corporate offices are located at 420 Nellis Blvd. Ste. 131, Las Vegas, NV 89110, with a telephone number of (602) 460-6520.

Our fiscal year end is June 30.

~~THE~~Our ~~OFFERING~~servers will likely be vulnerable to computer viruses, physical or electronic break-ins and similar disruptions, which could lead to interruptions and delays in our service and operations and loss, misuse or theft of data. It is likely that our website will periodically experience directed attacks intended to cause a disruption in service, which is not uncommon for web-based businesses. Any attempts by hackers to disrupt our website service or our internal systems, if successful, could harm our business, be expensive to remedy and damage our reputation. Efforts to prevent hackers from entering our computer systems are expensive to implement and may limit the functionality of our services. Any significant disruption to our website or internal computer systems could result in a loss of subscribers and adversely affect our business and results of operations.

We are offering, on a best efforts, self-underwritten basis, an offering of 1,200,000 shares of our common stock at a price of $0.005 per share. The proceeds from the sale of the shares in this offering will be payable to "Abby Ertz, Esq. fbo Mirador, Inc." and will be deposited in a non-interest bearing bank account until the escrow conditions are met and thus no interest shall be paid to any investor or to us. All subscription agreements and checks are irrevocable and should be delivered to Abby Ertz,, Esq. fbo Mirador, Inc., at the address provided on the Subscription Agreement. Failure to do so will result in checks being returned to the investor who submitted the check. Our site ~~escrow agent, Abby Ertz, Esq., acts as legal counsel for us. and therefore,~~ may ~~not~~ be ~~considered~~displaced anby ~~independent~~newer ~~third party~~technology.

~~All~~The ~~subscription~~Internet ~~funds~~industry is ~~will~~undergoing berapid ~~held~~and insignificant ~~escrow~~technological ~~pending~~change. ~~the~~Third ~~achievement~~parties ofmay ~~the~~succeed ~~Offering~~in developing or marketing technologies and products nothat ~~funds~~are ~~shall~~more beeffective ~~released~~than tothose developed or marketed by us, ~~until~~or ~~such~~that awould ~~time~~make asour ~~the~~technology ~~escrow~~and ~~conditions~~sites ~~are~~obsolete ~~met~~or non-competitive. ~~(see~~Accordingly, our success will depend, in part, on our ability to respond quickly to technological changes through the ~~section~~development ~~titled~~and ~~"Plan~~introduction of ~~Distribution"~~new ~~herein).~~sites ~~The~~and ~~offering~~products. We may ~~terminate~~not onhave the ~~earlier~~resources ~~of:~~to ~~(i)~~do ~~the~~this. ~~date~~If ~~when~~our ~~the~~sites ~~sale~~or ofproduct ~~all~~candidates become ~~1,200,000~~obsolete ~~shares~~and isour ~~completed,~~efforts ,to ~~(ii)~~secure orand ~~180~~develop ~~days~~new ~~from~~products ~~the~~and ~~effective~~sites ~~date~~do ofnot ~~this~~result ~~document,~~in any commercially successful sites or ~~any~~products, ~~extension~~our ~~thereto~~sales and revenues will decline.

IfWe ~~the~~are ~~Minimum~~in ~~Offering~~a iscompetitive ~~not~~market ~~achieved~~which could ~~within~~impact ~~180~~our ~~days~~ability ~~of the date of this prospectus, all subscription funds will be returned~~ to ~~investors~~gain ~~promptly~~market ~~without~~share ~~interest~~which orcould ~~deduction~~harm ofour ~~fees~~financial ~~unless the Company extends the offering period an additional 180 days~~performance. ~~The Company will deliver stock certificates attributable to shares of common stock purchased directly to the purchasers within ninety (90) days of the close of the offering.~~

WeThe ~~are~~business ~~conducting~~of ~~a "Blank Check" offering subject to Rule 419~~ niche of ~~Regulation~~service Cwebsites asis ~~promulgated~~very ~~by the U~~competitive.S. ~~Securities~~Barriers ~~and~~to ~~Exchange~~entry ~~Commission~~on (the ~~"S.E.C.")~~Internet ~~under~~are ~~the~~relatively ~~Securities Act of 1933~~low, ~~as amended (the "Securities Act").The net offering proceeds, after deduction for offering expenses~~ and ~~sales~~we ~~commissions,~~face ~~and~~competitive ~~the~~pressures from ~~securities~~companies toanxious ~~be issued~~ to ~~investors~~join ~~must~~this beniche. ~~deposited~~There inare ana ~~escrow~~number ~~account~~of ~~(the~~successful ~~"Deposited~~websites ~~Funds"~~operated ~~and~~by ~~"Deposited~~proven ~~Securities,"~~companies ~~respectively).~~that ~~While~~offer ~~held~~similar niche insocial ~~the~~networking ~~escrow account~~service, ~~the~~which ~~deposited securities~~ may ~~not~~prevent beus ~~traded~~from orgaining ~~transferred.~~enough ~~Except~~market ~~for~~share ~~an amount up~~ to ~~10%~~become ofsuccessful. These ~~the~~competitors have ~~deposited~~existing ~~funds~~customers ~~otherwise~~that ~~releasable under Rule 419, the deposited funds and the deposited securities~~ may ~~not~~form ~~be released until an acquisition meeting certain specified criteria has been consummated and~~ a ~~sufficient~~large ~~number~~part of ~~investors~~our ~~reconfirm~~targeted ~~their~~client ~~investment in accordance with the procedures set forth in Rule 419. Pursuant to these procedures~~base, ~~a new prospectus, which describes an acquisition candidate~~ and ~~its~~such ~~business~~clients ~~and~~may ~~includes audited financial statements, will~~ be ~~delivered~~hesitant to ~~all~~switch ~~investors.~~over from Wealready ~~must~~established ~~return~~competitors ~~the pro rata portion of the deposited funds~~ to ~~any~~our ~~investor who does not elect to remain an investor~~service. If ~~Unless~~we acannot ~~sufficient~~gain ~~number~~enough ofmarket ~~investors elect to remain investors~~share, ~~all~~our ~~investors~~business ~~will be entitled to the return of a pro rata portion of the deposited funds~~ and ~~none~~our offinancial performance ~~the deposited securities~~ will be ~~issued~~adversely ~~to investors~~affected. ~~In the event an acquisition is not consummated within 18 months of the effective date of this prospectus, the deposited funds will be returned on a pro rata basis to all investors.~~

~~The~~We ~~offering~~are ~~price~~a ofsmall ~~the~~company ~~common~~with ~~stock~~limited resources ~~has~~relative ~~been~~to ~~determined~~our ~~arbitrarily~~competitors and ~~bears~~we nomay ~~relationship to any objective criterion of value. The price does~~ not ~~bear~~be ~~any~~able ~~relationship~~ to ~~our~~compete ~~assets, book value, historical earnings or net worth~~effectively.

The ~~purchase~~niche service websites of ~~the~~our ~~common~~competitors ~~stock~~have inlonger ~~this~~operating ~~offering~~histories, ~~involves~~greater resources and name recognition, and a ~~high~~larger ~~degree~~base of ~~risk~~customers than we have. ~~The~~As ~~common~~a ~~stock~~result, ~~offered~~these incompetitors ~~this~~will ~~prospectus~~have isgreater ~~for~~credibility ~~investment~~with ~~purposes~~our ~~only~~potential ~~and~~customers. ~~currently~~They noalso ~~market~~may ~~for~~be ~~our~~able ~~common~~to ~~stock~~adopt more ~~exists.~~aggressive ~~Please~~pricing ~~refer~~policies and devote greater resources to the ~~sections~~development, ~~entitled~~promotion, ~~"Risk~~and ~~Factors"~~sale ~~and~~of ~~"Dilution"~~their ~~before~~services ~~making~~than anwe may ~~investment~~be inable ~~this~~to ~~stock~~devote to our services. . Therefore, we may not be able to compete effectively and our business may fail.

~~SUMMARY~~The ~~FINANACAL~~loss ~~INFORMATION~~of the services of any of our officers or our failure to timely identify and retain competent personnel could negatively impact our ability to develop our website and sell our services.

The ~~following~~development ~~table~~of ~~sets~~our website ~~forth~~and ~~summary~~the ~~financial~~marketing ~~data~~of ~~derived~~our ~~from~~services will continue to place a significant strain on our ~~financial~~limited ~~statements~~personnel, management, and other resources. ~~The~~Our ~~data~~future ~~should~~success bedepends ~~read~~upon inthe ~~conjunction~~continued services of our executive officers who are developing our business, and on our ability to identify and retain competent consultants and employees with the ~~financial~~skills ~~statements,~~required ~~related~~to ~~notes~~execute our business objectives. The loss of the services of either of our officers or our failure to timely identify and ~~other~~retain ~~financial~~competent ~~information~~personnel could ~~included~~negatively inimpact ~~this~~our ~~prospectus~~ability to develop our website and sell our services, which could adversely affect our financial results and impair our growth.

~~Statements~~Our officers and directors have conflicts of interest in that they have other time commitments that will prevent them from devoting full-time to our operations, ~~data~~which may affect our operations.

		Inception Sept. 17, 2009 thru Oct. 15 2009
Revenue	$	0
Expenses:
General and administrative expenses		7,600
Total Expenses		7,600
Net Income (Loss)	$	(7,600)

Because our officers and directors, who are responsible for all our business activities, do not devote their full working time to operation and management of us, the implementation of our business plans may be impeded. Our officers and directors have other obligations and time commitments, which will slow our operations and may reduce our financial results and as a result, we may not be able to continue with our operations. Additionally, when they become unable to handle the daily operations on their own, we may not be able to hire additional qualified personnel to replace them in a timely manner. If this event should occur, we may not be able to reach profitability, which might result in the loss of some or all of your investment in our common stock.

~~Balance~~Risks ~~sheets~~Relating ~~data~~to our Stock

		Oct. 15, 2009
ASSETS
Current Assets
Cash	$	2,200
Total current assets		2,200
Total assets	$	2,500
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Current Liabilities	$	100
Non-Current Liabilities		-
Total Liabilities	$	100
Stockholders’ Equity
Common stock		10,000
(Deficit) accumulated during development stage		(7,600)
Total stockholder's equity		2,400
Total liabilities and stockholder's equity	$	2,500

The Offering price of $0.02 per share is arbitrary.

~~RISK~~The ~~FACTORS~~Offering price of $0.02 per share has been arbitrarily determined by our management and does not bear any relationship to the assets, net worth or projected earnings of the Company, or any other generally accepted criteria of value.

~~Investment~~We inhave ~~the~~no ~~securities~~firm ~~offered~~commitments ~~hereby involves certain risks and is suitable only for investors of substantial financial means. Prospective investors should carefully consider the following risk factors in addition~~ to ~~the~~purchase any ~~other information contained in this prospectus, before making an investment decision concerning the common stock~~shares.

~~Our~~We ~~operations~~have ~~depend~~no ~~solely~~firm oncommitment for the ~~efforts~~purchase of ~~Stephen~~any Ashares. ~~Schramka,~~Therefore ~~the~~there ~~sole~~is ~~officer~~no ~~and~~assurance ~~director~~that ofa ~~the~~trading ~~Company.~~market ~~Mr.~~will ~~Schramka~~develop ~~has~~or nobe ~~experience~~sustained. ~~related~~The toCompany has ~~public~~not ~~company~~engaged ~~management,~~a ~~nor~~placement asagent aor ~~principal~~broker ~~accounting~~for ~~officer.~~the ~~Because~~sale of ~~this,~~the weshares. The Company may be unable to ~~offer~~identify ~~and~~investors ~~sell~~to purchase the shares inand ~~this~~may ~~offering,~~have ~~develop~~inadequate ~~our~~capital ~~business~~to orsupport ~~manage~~its ~~our~~ongoing ~~public~~business ~~reporting requirements~~obligations. ~~We cannot guarantee that it will be able overcome any such obstacles.~~

~~Stephen~~Our A.shares ~~Schramka~~are isnot ~~involved~~currently intraded on ~~other~~any ~~employment~~market ~~opportunities~~or ~~and~~exchange. ~~may~~We ~~periodically~~will ~~face~~apply ato ~~conflict in selecting between us and other personal and professional interests. We~~ have ~~not~~our ~~formulated~~common astock ~~policy~~traded ~~for~~over the ~~resolution~~counter; ofthere ~~such~~is ~~conflicts~~no ~~should~~guarantee ~~they~~that ~~occur.~~our Ifshares will weever ~~lose~~be ~~Stephen~~quoted A.on ~~Schramka~~the toOTC ~~other~~Bulletin ~~pursuits~~Board ~~without~~or alisted ~~sufficient~~on ~~warning,~~an ~~we may~~exchange, ~~consequently,~~which gocould ~~out~~severely ofimpact ~~business~~their liquidity.

~~RULE~~Currently ~~419~~our ~~GENERALLY.~~shares are ~~Rule~~not ~~419~~traded ~~generally~~on ~~requires~~any ~~that~~market ~~the~~or ~~securities~~exchange. toWe bewill ~~issued~~apply ~~and~~to ~~the~~have ~~funds~~our ~~received~~common instock aquoted ~~blank~~via ~~check offering be deposited and held in an escrow account until an acquisition meeting specified criteria is completed. Before~~ the ~~acquisition~~OTC ~~can~~Electronic beBulletin ~~completed and before the funds and securities can be released~~Board. Therefore, ~~the~~our ~~issuer~~common instock ~~a blank check offering~~ is ~~required~~expected to ~~update~~have ~~its~~fewer ~~registration~~market ~~statement~~makers, ~~with~~lower atrading ~~post-effective~~volumes ~~amendment.~~and ~~After~~larger ~~the~~spreads ~~effective~~between ~~date~~bid ofand ~~any~~asked prices ~~such~~than ~~post-effective~~securities ~~amendment,~~listed weon ~~are~~an ~~required~~exchange tosuch ~~furnish~~as ~~investors with~~ the ~~prospectus~~New ~~produced~~York ~~thereby~~Stock ~~containing~~Exchange ~~information,~~or ~~including audited financial statements, regarding~~ the ~~proposed~~NASDAQ ~~acquisition~~Stock ~~candidate and its business~~Market. ~~Investors~~These ~~must~~factors bemay result ~~given~~in nohigher ~~fewer~~price ~~than~~volatility 20 and noless ~~more~~market ~~than~~liquidity 45for ~~business~~the ~~days~~common ~~from~~stock. ~~the~~It ~~effective~~is ~~date~~possible ofthat the ~~post-effective~~company’s ~~amendment~~shares may tonever ~~decide~~be toquoted ~~remain~~on ~~investors or require~~ the ~~return~~OTC ofBulletin ~~their~~Board ~~investment~~or ~~funds.~~listed ~~Any~~on ~~investor~~an ~~not making a decision within said period is automatically to receive a return of his investment funds~~exchange.

~~Although~~A ~~investors~~low ~~may~~market ~~request~~price ~~the~~would ~~return~~severely limit ~~of their investment funds in connection with~~ the ~~reconfirmation~~potential ~~offering~~market ~~required~~for byour ~~Rule~~common ~~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~~stock. ~~See Risk Factor entitled "Actual and Potential Conflicts of Interest."~~

~~PROHIBITION~~Our TOcommon ~~SELL~~stock ORis expected ~~OFFER~~to TOtrade ~~SELL~~at ~~SHARES~~a INprice ~~ESCROW~~substantially ~~ACCOUNT~~below $5.00 ~~According~~per share, subjecting trading in the stock to ~~Rule~~certain ~~15g-8~~SEC asrules ~~promulgated~~requiring additional disclosures by ~~the S~~broker-dealers.~~E.C.~~ ~~under~~These ~~the~~rules ~~Securities~~generally ~~Exchange~~apply ~~Act~~to any non-NASDAQ equity security that has a market price share of ~~1934~~less than $5.00 per share, assubject ~~amended~~to certain exceptions (~~the~~a ~~"Exchange~~“penny ~~Act"~~stock”),. itSuch ~~shall~~rules berequire ~~unlawful~~the ~~for~~delivery, prior to any ~~person~~penny tostock transaction, of a disclosure schedule explaining the penny stock market and the risks associated therewith and impose various sales practice requirements on broker-dealers who sell orpenny ~~offer~~stocks to ~~sell~~persons ~~Shares~~other ~~(or~~than ~~any~~established ~~interest~~customers and ininstitutional or ~~related~~wealthy investors. For these types of transactions, the broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the ~~Shares)~~transaction ~~held~~prior into the ~~Rule~~sale. ~~419~~The ~~escrow~~broker-dealer also ~~account~~must ~~other~~disclose ~~than~~the ~~pursuant~~commissions payable to athe ~~qualified~~broker-dealer, ~~domestic~~current ~~relations~~bid ~~order~~and offer quotations for the penny stock and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Such information must be provided to the customer orally or byin ~~will~~writing before or with the ~~laws~~written confirmation of ~~descent~~trade ~~and~~sent ~~distribution~~to the customer. AsMonthly astatements ~~result,~~must ~~contracts~~be sent disclosing recent price information for ~~sale~~the topenny bestock ~~satisfied~~held byin the ~~delivery~~account ofand information on the ~~Deposited~~limited ~~Securities~~market (ein penny stocks.~~g.,~~ ~~contracts~~The ~~for~~additional ~~sale~~burdens onimposed aupon ~~when,~~broker-dealers ~~as,~~by ~~and~~such ifrequirements could ~~issued~~discourage ~~basis)~~broker-dealers ~~are~~from ~~prohibited~~effecting transactions in our common stock.

FINRA sales practice requirements may also limit a stockholders ability to buy and sell our stock.

In addition to the penny stock rules promulgated by the SEC, which are discussed in the immediately preceding risk factor, FINRA rules require that in recommending an investment to a customer, a broker -dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative, low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit the ability to buy and sell our stock and have an adverse effect on the market value for our shares.

An investor’s ability to trade our common stock may be limited by trading volume.

A consistently active trading market for our common stock may not occur on the OTCBB. A limited trading volume may prevent our shareholders from selling shares at such times or in such amounts as they may otherwise desire. The company’s shares may never be quoted on the OTC Bulletin Board or listed on an exchange.

Our company has a concentration of stock ownership and control, which may have the effect of delaying, preventing, or deterring a change of control.

Our common stock ownership is highly concentrated. Through ownership of shares of our common stock, one shareholder, Sunset Perspective, Inc. beneficially owns 44.92% of our total outstanding shares of common stock before this offering. As a result of the concentrated ownership of the stock, this stockholder, acting alone with it’s 5,600,000 shares of preferred stock, will be able to control all matters requiring stockholder approval, including the election of directors and approval of mergers and other significant corporate transactions. This concentration of ownership may have the effect of delaying, preventing or deterring a change in control of our company. It could also deprive our stockholders of an opportunity to receive a premium for their shares as part of a sale of our company and it may affect the market price of our common stock.

~~DISCRETIONARY~~We ~~USE~~have OFnot ~~PROCEEDS;~~voluntarily ~~"BLANK~~implemented various ~~CHECK"~~corporate ~~OFFERING.~~governance ~~As a result of management's broad discretion with respect to the specific application of the net proceeds of this offering~~measures, ~~this~~in ~~offering can be characterized as a "blank check" offering. Although substantially all of~~ the ~~net~~absence ~~proceeds~~ of ~~this offering are intended generally to be applied toward effecting a Business Combination~~which, ~~such~~shareholders ~~proceeds~~may ~~are~~have ~~not~~more ~~otherwise~~limited ~~being~~protections ~~designated~~against ~~for~~interested director ~~any more specific purposes. Accordingly~~transactions, ~~prospective~~conflicts ~~investors will invest in us without an opportunity to evaluate the specific merits or risks~~ of ~~any~~interest ~~one~~and orsimilar ~~more business combinations~~matters. 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~~Recent ~~CONCERNING~~federal ~~"BLANK~~legislation, including ~~CHECK"~~the ~~ISSUERS.~~Sarbanes-Oxley ~~The~~Act ~~ability~~of to2002, ~~register~~has orresulted ~~qualify~~in ~~for~~the ~~sale~~adoption of various corporate governance measures designed to promote the ~~Shares~~integrity ~~for~~of ~~both~~the ~~initial~~corporate ~~sale~~management and ~~secondary~~the ~~trading~~securities ismarkets. ~~limited~~Some ~~because~~of athese ~~number~~measures ofhave ~~states~~been adopted in response to legal requirements; others have ~~enacted~~been ~~regulations~~adopted ~~pursuant~~by companies in response to ~~their~~the ~~securities~~requirements orof ~~"blue~~national ~~sky"~~securities ~~laws~~exchanges, ~~restricting~~such as the NYSE or, inthe ~~some~~NASDAQ ~~instances,~~Stock ~~prohibiting~~Market, on which their securities are listed. Among the ~~sale~~corporate governance measures that are required under the rules of national securities exchanges and NASDAQ, are those that address the board of ~~"blank~~Directors ~~check"~~independence, ~~issuers~~audit committee oversight, ~~such~~and asthe ~~us,~~adoption ~~within~~of ~~that~~a ~~state~~code of ethics. InWe ~~addition,~~have ~~many~~not ~~states~~yet adopted any of these corporate governance measures, and ~~while~~since our securities are not ~~specifically~~listed ~~prohibiting~~on ora ~~restricting~~national ~~"blank~~securities ~~check"~~exchange ~~companies~~or NASDAQ, ~~may~~we are not ~~register~~required ~~the~~to ~~Shares~~do ~~for~~so. ~~sale~~It inis ~~their~~possible that ~~states.~~if ~~Because~~we were to adopt some or all of ~~such~~these ~~regulations~~corporate governance measures, shareholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and ~~other~~that ~~restrictions~~policies had been implemented to define responsible conduct. For example, ~~our~~in ~~selling~~the ~~efforts~~absence of audit, nominating and ~~any~~compensation ~~secondary~~committees ~~market~~comprised ~~which~~of ~~may~~at ~~develop~~least a majority of independent directors, ~~may~~decisions ~~only~~concerning bematters ~~conducted~~such inas ~~those~~compensation ~~jurisdictions~~packages ~~where~~to anour ~~applicable~~senior ~~exemption~~officers isand ~~available~~recommendations orfor director nominees, may be made by a ~~blue~~majority ~~sky~~of ~~application~~directors ~~has~~who ~~been~~have ~~filed~~an ~~and~~interest ~~accepted~~in orthe ~~where~~outcome of the ~~Shares~~matters ~~have~~being ~~been~~decided. ~~registered~~Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions.

NOBecause ~~OPERATING~~we ~~HISTORY~~will ORnot ~~REVENUE~~pay ~~AND MINIMAL ASSETS. We have no operating history nor any revenues or earnings from operations. We have no significant assets or financial resources. We will,~~ dividends in ~~all~~the ~~likelihood,~~foreseeable ~~sustain operating expenses without corresponding revenues~~future, atstockholders ~~least until the consummation of a business combination. This may result in us incurring a net operating loss which~~ will ~~increase~~only ~~continuously~~benefit ~~until~~from weowning ~~can~~common ~~consummate~~stock aif ~~business~~it ~~combination with a profitable business opportunity~~appreciates. 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.

~~SPECULATIVE~~We ~~NATURE~~have OFnever ~~OUR~~paid dividends ~~PROPOSED~~on ~~OPERATIONS. The success of~~ our ~~proposed~~common ~~plan~~stock ofand ~~operation~~we ~~will~~do ~~depend~~not intend to ado ~~great~~so ~~extent~~in on the ~~operations,~~foreseeable ~~financial condition and management of the identified business opportunity~~future. ~~While~~We weintend ~~intends~~ to ~~seek~~retain ~~business~~any ~~combinations~~future ~~with~~earnings to ~~entities~~finance ~~having~~our ~~established operating histories, there can be no assurance that we will be successful in locating candidates meeting such criteria~~growth. ~~In the event we complete a business combination~~Accordingly, ofany ~~which~~potential ~~there~~investor ~~can~~who beanticipates ~~no assurance,~~ the ~~success~~need offor ~~the~~current ~~our~~dividends ~~operations~~from ~~may~~his beinvestment ~~dependent~~should not ~~upon~~purchase ~~management of the successor firm or venture partner firm and numerous other factors beyond~~ our ~~control~~common stock.

~~SCARCITY~~CAUTIONARY OFNOTE ~~AND~~REGARDING COMPETITION FOR BUSINESS OPPORTUNITIES AND 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 wellFORWARD-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.LOOKING STATEMENTS

NOThis ~~AGREEMENT~~prospectus ~~FOR BUSINESS COMBINATION OR OTHER TRANSACTION~~ contains forward-looking ~~NO STANDARDS FOR BUSINESS COMBINATION~~statements. We have nobased ~~arrangement,~~these ~~agreement~~forward-looking orstatements ~~understanding~~largely ~~with~~on ~~respect~~our tocurrent ~~engaging~~expectations inand aprojections about ~~merger~~future ~~with,~~events ~~joint venture with or acquisition of, a private entity. There can be no assurance we will be successful in identifying~~ and ~~evaluating~~financial ~~suitable~~trends ~~business~~affecting ~~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~~financial ~~stage~~condition ~~since~~of ~~inception and have no operations to date. Other than issuing shares to~~ our ~~original shareholders, we never commenced any operational activities~~business. ~~There~~These isforward-looking nostatements ~~assurance~~are subject ~~that we will be able~~ to ~~negotiate~~ a ~~business~~number ~~combination on terms favorable to us. We have not established a specific length~~ of ~~operating history or a specified level of earnings~~risks, ~~assets,~~uncertainties ~~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~~assumptions, ~~we may enter into a business combination with a business opportunity having no significant operating history~~including, ~~losses,~~among ~~limited or no potential for earnings, limited assets, negative net worth or~~ other ~~negative characteristics.~~things:

~~CONTINUED~~Factors ~~MANAGEMENT~~that ~~CONTROL,~~might cause ~~LIMITED~~these ~~TIME~~differences ~~AVAILABILITY.~~include While seeking a business combination, Mr. Schramka anticipates 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."following:

the ability to successfully complete development and commercialization of sites and our company’s expectations regarding market growth;

changes in existing and potential relationships with collaborative partners;

the ability to retain certain members of management;

our expectations regarding general and administrative expenses;

our expectations regarding cash balances, capital requirements, anticipated revenue and expenses, including infrastructure expenses; and

other factors detailed from time to time in filings with the SEC.

In addition, in this prospectus, we use words such as anticipate,” “believe,” “plan,” “expect,” “future,” “intend,” and similar expressions to identify forward-looking statements.

We undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements.

~~CONFLICTS~~USE OF INTEREST - GENERAL. 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. Stephen A. Schramka our sole officer and director is as of the date of this prospectus no participating in any other blank check business ventures. See "DIRECTORS, EXECUTIVE OFFICERS"PROCEEDS

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~~will ~~prospects~~receive no ~~that~~proceeds dofrom ~~not have or are unable to obtain~~ the ~~required~~sales ~~audited statements may not be appropriate for acquisition so long~~ as ~~the~~a ~~reporting~~result ~~requirements~~ of ~~the~~this ~~1934 Act are applicable~~registration.

LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION. 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.CAPITALIZATION

~~LACK~~The OFfollowing ~~DIVERSIFICATION.~~table sets ~~Our~~forth ~~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~~capitalization ~~will~~as ~~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~~June ~~may~~30, ~~subject~~2013 ~~us to economic fluctuations within a particular business or industry~~ and ~~therefore~~June ~~increase the risks associated with the Company's operations.~~2012:

REGULATION. 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.

	June 30, 2013			June 30, 2012

Total liabilities	$	20,478		$	15,140

Stockholder’s deficit:
Common stock		11,963			10,438
Additional paid-in capital		17,459,457			43,482
Accumulated deficit		(17,486,586	)		(69,060	)
Total stockholders’ equity		1,978			(15,140	)

Total capitalization	$	1,978		$	(15,140	)

PROBABLE CHANGE IN CONTROL AND MANAGEMENT. 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.DILUTION

~~REDUCTION~~There OFare ~~PERCENTAGE~~no ~~SHARE~~new ~~OWNERSHIP~~shares ~~FOLLOWING~~being Aissued ~~BUSINESS COMBINATION. Our primary plan of operation is based upon a business combination with a private concern which,~~ in ~~all~~this offering ~~likelihood, would result in our issuing securities to shareholders of such private company. The issuance of previously authorized~~ and ~~unissued~~thus ~~common~~no ~~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~~dilution.

~~DISADVANTAGES~~MARKET OFFOR ~~BLANK~~COMMON ~~CHECK~~EQUITY ~~OFFERING.~~AND WeRELATED ~~may~~STOCKHOLDER 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.MATTERS

Our common stock is not currently traded on any exchange. We cannot assure that any market for the shares will develop or be sustained. A public trading market may never develop.

We have not paid any dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future. We intend to retain any earnings to finance the growth of our business. We cannot assure you that we will ever pay cash dividends. Whether we pay cash dividends in the future will be at the discretion of our Board of Directors and will depend upon our financial condition, results of operations, capital requirements and any other factors that the Board of Directors decides are relevant. See Management’s Discussion and Analysis of Financial Condition and Results of Operations.

As of June 6, 2014, the Company has one hundred thirty nine (139) shareholders who hold 100% of its issued and outstanding common stock.

DESCRIPTION OF BUSINESS AND PROPERTY

Our Company

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.

~~TAXATION.~~Business 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.Strategy

~~REQUIREMENT~~We are OFa ~~AUDITED~~development ~~FINANCIAL~~stage ~~STATEMENTS~~company. ~~MAY~~In ~~DISQUALIFY~~a ~~BUSINESS~~unique ~~OPPORTUNITIES.~~and Weproprietary ~~believe~~way ~~that~~Megas, ~~any~~Inc. ~~potential~~will ~~business~~create ~~opportunity~~a ~~must~~brand ~~provide~~through ~~audited~~our ~~financial~~private ~~statements~~events, ~~for review~~modeling opportunities, ~~and~~distribution ~~for~~network, ~~the~~social ~~protection~~networking ofand ~~all~~consumer ~~parties to the business combination~~products. ~~One~~The orMegas ~~more~~brand ~~attractive~~aims ~~business opportunities may choose~~ to ~~forego~~become ~~the possibility of~~ a ~~business~~leader ~~combination~~in ~~with~~the ~~us,~~wellness industry ~~rather~~by ~~than~~portraying ~~incur~~a ~~the~~desirable ~~expenses~~lifestyle ~~associated~~for ~~with~~our ~~preparing audited financial statements~~members.

~~BLUE~~Megas ~~SKY~~has ~~CONSIDERATIONS.~~a ~~Because~~firm ~~the~~commitment ~~securities~~to ~~registered hereunder have not been registered for resale under~~ the ~~blue~~wellness ~~sky laws of any state~~industry, ~~and~~which is werapidly ~~have~~growing. noAccording ~~current plans~~ to ~~register~~a orreport ~~qualify~~on ~~its~~euromonitor.com, ~~shares~~Health inand ~~any state~~Wellness, ~~the~~already ~~holders~~a ofbillion ~~such~~dollar ~~shares~~industry, ~~and~~will ~~persons who desire~~ rise to ~~purchase~~become ~~them~~a intrillion ~~any~~dollar ~~trading~~industry ~~market~~by ~~that~~2017. ~~might~~Through ~~develop~~a inunique ~~the future~~approach, ~~should~~extensive beproduct ~~aware~~knowledge, ~~that~~and ~~there~~the ~~may~~rising becurrent ~~significant~~trends, Megas, ~~state~~Inc. ~~blue~~is ~~sky~~well ~~restrictions~~positioned ~~upon new investors~~ to ~~purchase~~make ~~the~~a ~~securities~~major ~~which~~impact ~~could~~and ~~reduce~~launch ~~the~~a ~~size~~highly ofprofitable ~~the potential market~~company. AsIn a ~~result of~~ recent ~~changes~~analyst inInsight ~~federal~~by ~~law~~Ewa Hudson, ~~non-issuer~~Global ~~trading~~Head ~~or resale~~ of ~~our~~Health ~~securities~~and isWellness ~~exempt~~Research ~~from~~at ~~state~~Euromonitor ~~registration~~International, orshe ~~qualification~~predicts ~~requirements~~“global inhealth ~~most~~and ~~states.~~wellness sales ~~However,~~on ~~some~~the ~~states~~way ~~may continue~~ to ~~attempt~~hit toa ~~restrict~~record ~~the~~high ~~trading or resale~~ of ~~blind-pool~~US$1 ortrillion ~~"blank-check"~~by ~~securities~~2017. ~~Accordingly, investors should consider any potential secondary market for our securities to be a limited one.~~”

~~PURCHASES BY AFFILIATES Our officer, director, principal shareholder~~ http://blog.euromonitor.com/2012/11/health-and ~~his affiliates may purchase, for investment purposes, a portion of~~ -wellness-the ~~Shares offered hereby, which could, upon conversion, increase the percentage of the Shares owned by such persons~~-trillion-dollar-industry-in-2017-key-research-highlights. ~~The purchases by these control persons may make it possible for the Offering to meet the escrow amount.~~html

NOMegas, ~~ASSURANCE~~Inc. ~~SHARES~~offers ~~WILL~~a BEfull ~~SOLD~~line ~~The~~of ~~1,200,000~~health ~~Common~~and ~~Shares~~wellness ~~are~~products ranging tofrom belifestyle ~~offered~~enhancement ~~directly~~to bysports ~~us,~~performance ~~and~~to noskin ~~individual,~~care. ~~firm~~The Megas, orInc. ~~corporation~~corporate team has ~~agreed~~over to10 ~~purchase~~years orexperienced working ~~take~~with ~~down~~wellness ~~any~~products ofin the ~~shares.~~area Noof ~~assurance~~manufacturing, ~~can~~branding beand ~~given~~distribution. ~~that~~The ~~any~~overall orgoal ~~all~~is ofto become the ~~Shares~~top ~~will~~choice wellness beand ~~sold~~lifestyle program in the marketplace.

~~BUSINESS~~Like ~~ANALYSIS~~other BYcompanies ~~NON~~that ~~PROFESSIONALS.~~develop ~~Analysis~~through ofdistributors and business opportunity ~~operations~~seekers, ~~will~~Megas, beInc. ~~undertaken~~has byselected ~~our~~to ~~sole~~use ~~officer~~a ~~and~~multi-tier ~~director~~compensation ~~who~~program isfor ~~not~~its adistributors. ~~professional~~Another ~~business~~area ~~analyst.~~of ~~Thus~~ expertise the ~~depth~~team ofbrings ~~such~~to ~~analysis~~the ~~may~~table ~~not~~is bea asstrong ~~great~~foundation asin iftechnology. ~~undertaken~~The byexecutive ateam ~~professional~~of ~~which~~Megas, ~~increases~~Inc. ~~the~~has ~~risk~~over ~~that~~10 ~~any~~years ~~merger~~of orexperience building ~~acquisition~~technologies ~~candidate~~for ~~may~~the ~~not~~direct ~~continue~~response ~~successfully~~and multi-level marketing industries.

ARBITRARY OFFERING PRICE. The Offering Price of the Shares bears no relation to book value, assets, earnings, or any other objective criteria of value. They have been arbitrarily determined by us. There can be no assurance that, even if a public trading market develops for our securities, the Shares will attain market values commensurate with the Offering Price.Infrastructure

NOMegas, ~~PUBLIC MARKET FOR OUR SECURITIES~~Inc. ~~Prior~~is tomade ~~the~~up ~~Offering,~~of ~~there~~strategically ~~has~~developed ~~been~~departments and noacquired ~~public~~companies ~~market for the Shares being offered. There can be no assurance~~ that anall ~~active~~work ~~trading~~towards ~~market~~the ~~will~~common ~~develop~~goals ~~or that purchasers~~ of the ~~Shares~~parent ~~will~~company. beThese ~~able~~are toset ~~resell~~up ~~their securities at prices equal~~ to orcreate ~~greater~~a ~~than~~culture ~~the~~and ~~respective~~brand that ~~initial~~will ~~public~~innovate ~~offering prices. The~~ market ~~price~~growth ofin the ~~Shares may be affected significantly by factors such as announcements by us or our competitors~~wellness, ~~variations in our results of operations~~modeling, ~~and~~VIP ~~market conditions in the retail~~services, ~~electron commerce,~~ and ~~internet~~entertainment industries ~~in general~~. Movements in prices of stock may also affect the market price in general. As a result of these factors, purchasers of the Shares offered hereby may not be able to liquidate an investment in the Shares readily or at all.

~~SHARES~~Wholly ~~ELIGIBLE~~Owned ~~FOR FUTURE SALE~~Subsidiaries:

~~All~~● ofMegas the 10,000,000 Shares, which are held by management, have been issued in reliance on the private placement exemption under the Securities Act of 1933, as amended ("Act"). Such Shares will not be available for sale in the open market without separate registration except in reliance upon Rule 144 under the Act. In general, under Rule 144 a person (or persons whose shares are aggregated) who has beneficially owned shares acquired in a non-public transaction for at least one year, including persons who may be deemed Affiliates of the Company (as that term is defined under the Act) would be entitled to sell within any three- month period a number of shares that does not exceed the greater of 1% of the then outstanding shares of common stock, or the average weekly reported trading volume on all national securities exchanges and through NASDAQ during the four calendar weeks preceding such sale, provided that certain current public information is then available. If a substantial number of the Shares owned by management became eligible for sale in the future and were sold pursuant to Rule 144 or a registered offering, the market price of the Common Stock could be adversely affected.Edge

●

SexyPopulation.com (Sexy Population, LLC)

●

XS Modeling, LLC

●

Vertical Population

●

Digital Population

Company Outlook

There are many advantages to the Megas, Inc. business model. Please review the following.

Strengths:

●

Experience of its senior business executives and directors in the direct sales industry.

●

Seasoned management in developing tech heavy projects and companies

●

Diverse and unique market approach for attracting both entrepreneurs and qualified buyers into the Megas programs

●

Business partnerships/alliances and exclusive contracts

●

Contract service revenues

Opportunities:

●

Growing markets with a significant interest in our technologies (especially social media)

●

Gathering and networking with significant value through events and high-end social opportunities thereby leading to larger partner and sponsor opportunities.

●

Strategic convergence with a rapidly growing culture in popular music and events.

●

Multiple opportunities for revenue.

~~Special~~The ~~Note~~Company ~~Regarding~~is ~~Forward-Looking~~an ~~Statements~~emerging growth company under the Jumpstart Our Business Startups Act.

~~This~~The ~~prospectus~~Company ~~contains~~shall ~~forward-looking~~continue ~~statements~~to about our business, financial condition and prospects that reflect our management's assumptions and beliefs based on information currently available. We can give no assurance that the expectations indicated by such forward-looking statements will be ~~realized.~~deemed an Ifemerging ~~any~~growth ofcompany ~~our~~until ~~assumptions should prove incorrect, or if any of~~ the ~~risks~~earliest ~~and uncertainties underlying such expectations should materialize, the actual results may differ materially from those indicated by the forward-looking statements.~~of—

~~The~~‘(A) ~~key~~the ~~factors~~last ~~that~~day ~~are~~of ~~not~~the ~~within~~fiscal ~~our~~year of ~~control~~the ~~and~~issuer ~~that~~during ~~may~~which ~~have~~it ahad ~~direct~~total ~~bearing~~annual ongross ~~operating~~revenues ~~results~~of ~~include~~$1,000,000,000 ~~but~~(as ~~are~~such ~~not~~amount ~~limited~~is ~~to,~~indexed ~~acceptance~~for ofinflation ~~the~~every 5 ~~proposed~~years ~~services~~by ~~that~~the weCommission ~~expect~~ to ~~market,~~reflect ~~our~~the ~~ability~~change toin ~~establish~~the aConsumer ~~substantial~~Price ~~customer~~Index ~~base,~~for ~~managements'~~All ~~ability~~Urban toConsumers ~~raise~~published ~~capital~~by in the ~~future,~~Bureau ~~the retention~~ of Labor ~~key~~Statistics, ~~employees~~setting ~~and changes in~~ the ~~regulation~~threshold ofto the ~~industry~~nearest in1,000,000) ~~which~~or ~~we function.~~more;

~~There~~‘(B) ~~may~~the belast ~~other~~day ~~risks~~of ~~and~~the ~~circumstances~~fiscal ~~that~~year of ~~management~~the ~~may~~issuer befollowing ~~unable~~the tofifth ~~predict.~~anniversary ~~When~~of ~~used~~the indate ~~this~~of ~~document,~~the ~~words~~first ~~such~~sale ~~as,~~of ~~"believes,"~~common ~~"expects,"~~equity ~~"intends,"~~securities ~~"plans,"~~of ~~"anticipates,"~~the ~~"estimates"~~issuer ~~and similar expressions are intended~~ pursuant to ~~identify~~an ~~and~~effective ~~qualify~~registration ~~forward-looking~~statement ~~statements,~~under ~~although~~this ~~there may be certain forward-looking statements not accompanied by such expressions.~~title;

~~[Balance~~‘(C) ofthe ~~this~~date ~~Page~~on ~~Intentionally~~which ~~Left~~such ~~Blank]~~issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or

‘(D) the date on which such issuer is deemed to be a ‘large accelerated filer’, as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto.’.

The Company has irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the Act.

Employees

As of August 6, 2014, Megas has 2 employees. Charles Mui as CEO, CAO, CFO, PRES, SEC, TREAS, and DIR who has accrued $31,000. from salary. Adam Businger as VP of Entertainment Logistics and DIR who has accrued $31,000. from salary.

Description of Property

Megas is working out of 2 locations in Las Vegas, NV.

Corporate Office and Customer Service Call Center

Located at 1291 Galleria Drive in Henderson, NV 89014 this office will serve as the main operations headquarters. The office will be dedicated to customer service and executive offices. With a large meeting area and boardroom Megas will be able to leverage this office space for business development meetings.

Las Vegas, NV office:

The Las Vegas operations office is located at 2808 Cowan Circle Las Vegas, NV 89107. We are strategically placed just off the strip. From our office doors you can see the Wynn, Encore, Trump Towers, and the Venetian. We are located right in the heart of Sin City, which will help us become a name known throughout Vegas and will build our reputation as an iconic business in this famous city.

This office will house a few of the professionals working on the Megas, Inc. business model.

The space is sufficient for our current space needs.

~~ITEM~~MANAGEMENT’S 4DISCUSSION -AND ~~USE~~ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF ~~PROCEEDS~~OPERATIONS

~~Without~~The ~~realizing~~following ~~the~~discussion of ~~offering~~our ~~proceeds,~~financial wecondition ~~will~~and ~~not~~results of operations should be ~~able~~read toin ~~commence~~conjunction ~~planned~~with ~~operations~~(i) our audited financial statements as of June 30, 2013 that appear elsewhere in this registration statement. This registration statement contains certain forward-looking statements and ~~implement~~our future operating results could differ materially from those discussed herein. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our ~~business~~actual ~~plan~~results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given ~~Please~~these ~~refer~~uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to announce publicly the ~~section,~~results of any revisions of the forward -looking statements contained herein to reflect future events or developments. For information regarding risk factors that could have a material adverse effect on our business, ~~titled~~refer ~~"Management's~~to ~~Discussion~~the ~~and~~Risk ~~Plan~~Factors section of ~~Operation"~~this ~~for~~prospectus ~~further~~beginning ~~information.~~on page 6.

~~The~~Going ~~Company intends to use the proceeds from this offering as follows:~~ Concern

	50% of Maximum			Maximum
Application Of Proceeds	$	% of total	% of net proceeds	$	% of total	% of net proceeds
Total Offering Proceeds	3,000	100%	100%	6,000	100%	100%
Escrow pending merger/acquisition	2,700	90%	90%	5,400	90%	90%
Total Use of Proceeds	3,000	100%	100%	6,000	100%	100%

The future of our company is dependent upon its ability to obtain financing and upon future profitable operations from the sale of products and services through our websites. Management has plans to seek additional capital through a private placement and public offering of its common stock, if necessary. Our auditors have expressed a going concern opinion because uncertainties raise doubts about the Issuers ability to continue as a going concern.

~~ITEM~~Plan 5of ~~- DETERMINATION OF OFFERING PRICE~~Operation

~~DETERMINATION~~Market OFAnalysis ~~OFFERING~~and ~~PRICE~~Target Audience

~~The~~There ~~offering~~will ~~price~~be ofa ~~the~~diverse ~~common~~audience ~~stock~~that ~~has~~will ~~been~~engage ~~arbitrarily~~the ~~determined~~Megas, Inc. ~~and~~business ~~bears no relationship to any objective criterion of value~~model. The ~~price~~expected ~~does~~range ~~not~~of ~~bear any relationship to our assets~~subscribers, ~~book value~~distributors, ~~historical~~and ~~earnings~~customers oris ~~net~~anyone ~~worth.~~within Nothe ~~valuation~~ages orof ~~appraisal~~21 ~~has~~to ~~been~~55 ~~prepared~~with any ~~for~~amount ~~our~~of ~~business~~disposable income. WeGeneral ~~cannot~~marketing ~~assure~~and ~~you~~word ~~that~~of amouth ~~public~~efforts ~~market~~will ~~for~~reach ~~our~~out ~~securities~~to ~~will~~this ~~develop~~vast orpopulation. ~~continue~~Direct orspecialized marketing ~~that~~efforts ~~the securities~~ will ~~ever~~be ~~trade~~made atby aMegas ~~price~~entrepreneurs ~~higher~~to ~~than~~a ~~the~~targeted ~~offering price~~demographic.

~~ITEM~~Although 6Megas, –Inc. ~~DILUTION~~will inevitably have many younger members, we have focused our target audience on men between the ages of 35 and 54 earning an average annual income starting at $100,000 a year. The sweet spot will be those earning an average of a $150,000 or more. This is relative data based on what we consider our best target audience. This could be anywhere from 40% to 50% of our total buyer audience with the additional percentage being a variety of women and men under the target income level and age bracket.

~~DILUTION~~Entertainment Spending and Income

~~"Dilution"~~Although $2,504 ~~represents~~was the ~~difference~~overall ~~between~~average ~~the~~Americans ~~offering~~spent ~~price~~on of the shares of common stock and the net book value per share of common stock immediately after completion of the offering. "Net book value" is the amount that results from subtracting total liabilities from total assets. In this offeringentertainment, ~~the~~averages ~~level~~vary ofaccording ~~dilution~~to ~~is increased as~~ a ~~result~~different ofincome ~~the relatively low book value of our issued and outstanding stock~~brackets. ~~Assuming all shares offered herein are sold, giving effect~~ According to the ~~receipt~~The of2010 ~~the~~Consumer ~~maximum~~Expenditure ~~estimated~~Survey ~~proceeds of this offering~~ from ~~shareholders~~the ~~net~~Bureau of ~~the~~Labor ~~offering expenses~~Statistics, ~~our~~consumers ~~net~~who ~~book~~earned ~~value~~less ~~will~~than be $750,~~600~~000 orspent less than $~~0.00071~~2,000 ~~per~~on ~~share~~entertainment. ~~Therefore,~~“Americans ~~the~~who ~~purchasers~~earned of$100,000 ~~the~~or ~~common~~more ~~stock~~spent ~~in this offering will incur~~ an ~~immediate~~average ~~and substantial dilution~~ of ~~approximately~~ $~~0.000429~~5,500 ~~per~~on ~~share~~different ~~while~~types ~~our present stockholders will receive an increase~~ of ~~$0.00046~~entertainment and ~~per~~those ~~share~~with inannual ~~the~~incomes ~~net tangible book value~~ of ~~the~~more ~~shares~~than ~~they~~$150,000 ~~hold.~~averaged ~~This will result in a 85~~$7,032.~~8% dilution for purchasers of stock in this offering.~~”

~~The~~Spending ~~following~~and ~~table~~Age ~~illustrates the dilution to the purchasers of the common stock in this offering:~~

	Maximum
	Offering
Offering Price Per Share	$0.005
Book Value Per Share Before the Offering	$0.00025
Book Value Per Share After the Offering	$0.00071
Net Increase to Original Shareholders	$0.00046
Decrease in Investment to New Shareholders	$0.00049
Dilution to New Shareholders (%)	85.8%

According to the 2010 Consumer Expenditure Survey, entertainment spending also varied according to age. On the low end of the sphere, people 25 years of age and younger had entertainment budgets that averaged $1,221, consumers 75 and older spent an average of $1,334. The biggest entertainment spenders were between 35 and 54, who averaged $3,050.”

~~[Balance~~According to the most recent US census found here http://factfinder2.census.gov/faces/tableservices/jsf/pages/productview.xhtml?pid=ACS_10_1YR_S1901&prodType=table. , 5% of ~~this~~non-family ~~Page~~households ~~Intentionally~~earn ~~Left~~over ~~Blank]~~$100,000 per year. The total number of non-family households in the United States in the 2010 census was 38,478,374.

Supplements and Lifestyle Products

As stated in our Executive Summary above, health and wellness is a billion dollar industry makings its way to a trillion dollar industry by 2017. This shows a more health conscious population which will increase the amount of possible revenue generated. Megas, Inc. is well positioned to take advantage of this extreme growth. Although there are many ways the health and wellness industry is approached, we have a specific distributor and supplement based model that is unique to the Megas lifestyle.

~~ITEM~~Megas, 7Inc. –is ~~SELLING~~poised to ~~SHAREHOLDERS~~be a solid wellness company with a very competitive edge in product development and sales. According to the 2010 CRN (Council for Responsible Nutrition) http://www.crnusa.org/benpdfs/CRN011benefits_whovms.pdf Consumer Survey on Dietary Supplements, More than 150 million Americans take dietary supplements each year to improve their overall health, fill in nutrient gaps, and by doctors’ recommendations. From this same report we can show recent percentages of the US Population that engage in the use of dietary supplements.

There are no selling shareholders in this offering

	Males	Females
Age 20-29	30%	42%
Age 30-39	34%	46%
Age 40-49	35%	47%
Age 50-59	40%	52%
Age 60-69	39%	52%
Age 70-79	40%	54%

~~ITEM~~In 8conclusion -there ~~PLAN~~is a OFlot ~~DISTRIBUTION~~of growth potential in this industry, especially with such a unique marketing approach as the Megas, Inc. business model. Megas, Inc. is positioned to be a major player in the marketplace, able to create a serious impact.

~~PLAN~~Megas OFBrand ~~DISTRIBUTION~~Competition

~~There~~Because isof nothe ~~public~~large market ~~for~~space ~~our~~Megas ~~common~~covers, ~~stock.~~there ~~Our~~are ~~common~~a few ~~stock~~direct iscompetitors ~~currently~~to ~~held~~the byMegas ~~one shareholder~~products. ~~Therefore,~~The ~~the~~biggest ~~current~~of ~~and~~these ~~potential~~competitors ~~market~~in ~~for~~the ~~our~~health ~~common~~and ~~stock~~beauty industry is ~~limited and~~ the ~~liquidity~~Body ofby Vi ~~our~~from ~~shares may be severely limited~~www.Visalus.com Toand ~~date,~~the weUniversal ~~have~~Music ~~made~~Group noin ~~effort~~the toArtist/Music ~~obtain~~Management ~~listing~~industry. orBoth ~~quotation~~are ofvery ~~our~~large ~~securities~~and popular oncompanies athat ~~national stock exchange or association. We~~ have ~~not~~held ~~identified~~their ortop ~~approached~~position ~~any~~in ~~broker/dealers~~their ~~with~~industry ~~regard to assisting us to apply~~ for ~~such listing~~years. WeBoth are ~~unable~~multi-million todollar ~~estimate~~companies ~~when we expect to undertake this endeavor or~~ that hold wesway ~~will~~in betheir ~~successful~~market. InThe ~~the absence of listing~~Megas, ~~no market is available for investors in our common stock to sell their shares~~Inc. Webusiness ~~cannot~~model ~~guarantee~~combines ~~that~~proprietary amarketing ~~meaningful~~strategies ~~trading market will develop or~~ that weposition ~~will~~Megas ~~be able~~ to ~~get~~be on ~~our~~the ~~common~~cutting ~~stock~~edge ~~listed~~of ~~for~~product ~~trading~~distribution worldwide.

IfEven though the ~~stock~~wellness ~~ever~~products ~~becomes~~industry ~~tradable~~has lots of competitors, Megas ~~the~~will ~~trading~~have ~~price~~explosive ofgrowth ~~our~~opportunities ~~common~~because ~~stock~~of ~~could~~its beinnovative ~~subject~~marketing tostrategies. ~~wide~~Megas ~~fluctuations~~believes in ~~response~~the tostrength ~~various~~of its ~~events~~business ormodel, ~~factors~~which advocates industry specialists like models, ~~many~~photographers, ofand ~~which~~artists ~~are~~to ~~beyond~~be ~~our~~brand ~~control~~promoters. As a ~~result~~major player in the health and wellness industry, ~~investors~~Megas ~~may~~has bea ~~unable~~distinct toadvantage. ~~sell~~Megas ~~their~~holds ~~shares~~lifestyle attrainings orfor ~~greater~~subscription ~~than~~members and female modeling focused entrepreneurial programs. By adding in this personal contact, excitement and a sense of belonging through events and VIP experiences, Megas brings the ~~price~~products atand ~~which~~services ~~they~~to ~~are~~the ~~being~~customer ~~offered~~in an entirely new way.

~~This~~Another ~~offering~~area ~~will~~of beexpertise ~~conducted~~needed onto arise ~~best-efforts~~above ~~basis~~our ~~utilizing~~competition is ~~the~~a ~~efforts~~strong offoundation ~~Stephen~~in Atechnology. ~~Schramka,~~The ~~our~~executive ~~sole~~team ~~officer~~of ~~and~~Megas, ~~director~~Inc. ~~Potential~~has ~~investors~~over ~~include,~~10 ~~but~~years ~~are~~of ~~not~~experience ~~limited~~building ~~to,~~technologies ~~family,~~for the ~~friends~~direct response and ~~acquaintances~~multi-level ofmarketing ~~Stephen A~~industries. ~~Schramka~~Megas, Inc. ~~The~~is ~~intended~~not ~~methods~~just ofcompeting ~~communication~~in ~~include,~~the ~~without limitation, telephone and personal contact~~industry. InMegas ~~their~~intends ~~endeavors~~ to ~~sell~~evolve the ~~this~~industry ~~offering,~~with ~~they~~a ~~will~~combination ~~not~~of ~~use~~referral ~~any~~marketing ~~mass~~technology ~~advertising~~and ~~methods~~proprietary ~~such as the internet or print media~~products.

~~Funds~~Marketing ~~received~~Methodology byand the sales agent in connection with sales of our securities will be transmitted immediately into a escrow account until the minimum sales threshold is reached. There can be no assurance that all, or any, of the shares will be sold. Theory

~~Stephen~~The A.marketing ~~Schramka~~for Megas will ~~not~~be ~~receive~~accomplished ~~commissions~~through ~~for~~a ~~any~~number of ~~sales~~different ~~originated on our behalf~~channels. WeThese ~~believe~~will ~~that~~all hecross isbenefit ~~exempt~~each ~~from~~other ~~registration~~and ascomplete ~~a broker under~~ the ~~provisions~~overall goals of ~~Rule 3a4-1 promulgated under~~ the ~~Securities Exchange Act of 1934~~company. ~~In particular, he:~~

1.These are the following ways that Megas will get out into the mainstream:

Is● ~~not~~Las ~~subject~~Vegas tobased ameet ~~statutory~~and ~~disqualification,~~greets asexposing ~~that term is defined in Section 3(a)39 of~~ the ~~Act~~Megas, atInc. ~~the~~business ~~time~~model ofto ~~his~~the orlocal ~~her participation; and~~market

2.● The Megas modeling entrepreneur program, with several stages of engagement

Is● ~~not~~SEO, tovideo, beand ~~compensated~~content inmarketing ~~connection~~on ~~with his participation by~~ the ~~payment of commissions or other remuneration based either directly or indirectly on transactions in securities; and~~internet

3.● Strong social media presence

IsMeet ~~not~~and anGreets ~~associated~~in ~~person~~Las ofVegas, ~~a broker or dealer; and~~NV

4To help extend our brand awareness and bring in models, photographers, distributors, and promoters, we are conducting a series of events. The events will be held at various locations and will give an overview of the company. The overview will explain how Megas can benefit and offer opportunities to models, distributors, etc.

Meets the conditions of the following:

Primarily performs, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of the issuer otherwise than in connection with transactions in securities; and

Was not a broker or dealer, or associated persons of a broker or dealer, within the preceding 12 months; and

Did not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on paragraphs within this section, except that for securities issued pursuant to rule 415 under the Securities Act of 1933, the 12 months shall begin with the last sale of any security included within one rule 415 registration.

Stephen A. Schramka our sole officer or director of the Company may purchase any securities in this offering.

There can be no assurance that all, or any, of the shares will be sold. As of this date, we have not entered into any agreements or arrangements for the sale of the shares with any broker/dealer or sales agent. However, if we were to enter into such arrangements, we will file a post effective amendment to disclose those arrangements because any broker/dealer participating in the offering would be acting as an underwriter and would have to be so named herein.

InProspecting order to comply with the applicable securities laws of certain states, the securities may not be offered or sold unless they have been registered or qualified for sale in such states or an exemption from such registration or qualification requirement is available and with which we have complied. The purchasers in this offering and in any subsequent trading market must be residents of such states where the shares have been registered or qualified for sale or an exemption from such registration or qualification requirement is available. As of this date, we have not identified the specific states where the offering will be sold. We will file a pre-effective amendment indicating which state(s) the securities are to be sold pursuant to this registration statement.Models

WeMegas ~~are~~is ~~conducting~~at a ~~"Blank~~huge ~~Check"~~advantage ~~offering~~when ~~subject~~it tocomes Rule 419 of Regulation C as promulgated by the U.S. Securities and Exchange Commission (the "S.E.C.") under the Securities Act of 1933, as amended (the "Securities Act").The net offering proceeds, after deduction for offering expenses and sales commissions, and the securities to beprospecting ~~issued~~models because tothere ~~investors~~is ~~must~~such be deposited in an escrow account (the "Deposited Funds" and "Deposited Securities," respectively). While held in the escrow account, the deposited securities may not be traded or transferred. Except for an amount up to 10% of the deposited funds otherwise releasable under Rule 419, the deposited funds and the deposited securities may not be released until an acquisition meeting certain specified criteria has been consummated and a ~~sufficient~~large ~~number~~disproportion ofbetween ~~investors~~models ~~reconfirm~~wanting ~~their investment in accordance with the procedures set forth in Rule 419. Pursuant~~ to ~~these~~break ~~procedures,~~into ~~a new prospectus, which describes an acquisition candidate and its business and includes audited financial statements, will be delivered to all investors. We must return~~ the ~~pro~~industry rata portion of the deposited funds to any investor who does not elect to remain an investor. Unless a sufficient number of investors elect to remain investors, all investors will be entitled to the return of a pro rata portion of the deposited funds and ~~none~~modeling ~~of the deposited securities will be issued to investors~~opportunities. ~~In the event an acquisition is not consummated within 18 months of the effective date of this prospectus, the deposited funds will be returned on a pro rata basis to all investors.~~

The ~~proceeds~~first ~~from~~stage ~~the~~to ~~sale~~bring ofa model into the ~~shares~~company inis ~~this~~to ~~offering~~create media ~~will~~for bethe ~~payable~~models toby ~~Abby~~publishing ~~Ertz,~~an ~~Esq.~~interview ~~Trust~~of ~~Account~~them ~~fbo~~on ~~Mirador~~Sexy Population TV, ~~Inc.~~followed ~~("Escrow~~by ~~Account")~~press releases, and ~~will~~articles. beThe ~~deposited~~models have inaccess ato ~~non-interest~~this ~~bearing~~media ~~bank~~and ~~account~~use atit ~~Bank~~to ofpromote ~~America~~themselves ~~until~~via ~~the~~social ~~escrow~~networks ~~conditions~~and ~~are~~other ~~met~~channels. NoThe ~~interest~~benefit ~~will~~of bethis ~~paid~~ to ~~any~~Megas is ~~shareholder~~that oras tothey ~~us.~~promote ~~All~~themselves ~~subscription~~with ~~agreements~~the ~~and~~media, ~~checks~~they ~~are~~will ~~irrevocable~~also be promoting Megas. ~~All~~Most ~~subscription~~models ~~funds~~prospected ~~will~~have bea ~~held~~large infan ~~the~~base; some ~~Escrow~~models ~~Account~~we ~~pending~~have ~~achievement~~interviewed ofhave ~~the~~over ~~Offering~~10,000 ~~and~~fans noon ~~funds~~Facebook. ~~shall~~This beis ~~released~~highly toadvantageous usas ~~until~~it ~~such~~puts athe ~~time~~Megas asname on the radar ~~escrow~~of ~~conditions~~all ~~are~~the ~~met~~models’ fans. ~~The~~This ~~escrow~~is ~~agent~~the ~~will~~best ~~continue~~and most strategic way to ~~receive~~get ~~funds~~models ~~and~~interested ~~perform~~in ~~additional~~the ~~disbursements~~Megas, ~~until~~Inc. ~~either~~business model ~~the~~and ~~Offering~~to iseventually ~~achieved~~join orthe adistributor ~~period~~program. ofNothing ~~180~~can ~~days~~compare ~~from~~to the ~~effective~~effort ~~date~~and ofzeal ~~this~~a ~~offering~~professional ~~expires~~model ~~(or~~will anput into ~~additional~~promoting ~~180~~her ~~days~~career. ifMegas sois ~~extended~~able byto ~~the~~capitalize ~~us),~~on ~~whichever~~these ~~event~~efforts, ~~first~~not ~~occurs.~~only ~~Thereafter,~~because ~~this~~as ~~escrow~~they ~~agreement~~promote ~~shall~~themselves ~~terminate.~~they Ifwill be ~~the~~promoting ~~Offering~~Megas, isbut ~~not~~because ~~achieved~~the ~~within~~next ~~180~~logical ~~days~~step ofwould ~~the~~be ~~date~~to ofjoin ~~this~~the ~~prospectus~~distributor ~~(or~~program. anThis ~~additional~~doubles ~~180~~our ~~days~~strategic ifvalue as soyou ~~extended~~take byinto consideration the ~~Company),~~fact ~~all~~that ~~subscription~~now ~~funds~~they ~~will~~are beinvolved ~~returned~~with toMegas ~~investors~~and ~~promptly~~we ~~without~~have ~~interest~~built ora ~~deduction~~positive offoundation ~~fees.~~with them. The ~~fee~~next ofstep for the ~~Escrow~~models ~~Agent~~to further their careers is ~~$1,500.~~to ~~[See~~become ~~Exhibit~~involved ~~99(a)]~~in the distributor program.

~~Investors~~Megas ~~can~~has ~~purchase~~two ~~common~~main ~~stock~~sites into ~~this~~connect ~~offering~~with byprospective ~~completing~~models: Model aMayhem ~~Subscription Agreement [attached hereto as Exhibit 99(b)]~~ and ~~sending it together with payment in full~~Facebook. ~~All~~Model ~~payments~~Mayhem ~~must~~is beby ~~made~~far inthe ~~United~~fastest ~~States~~way ~~currency~~to ~~either~~prospect bynew ~~personal check~~models, ~~bank~~Facebook ~~draft,~~being orslower ~~cashier’s~~as ~~check.~~we ~~There~~contact isthem through nofan ~~minimum~~pages, ~~subscription~~which ~~requirement.~~takes ~~All~~a ~~subscription~~model ~~agreements~~longer ~~and~~to ~~checks are irrevocable~~respond. WeMegas ~~expressly~~continues ~~reserve the right~~ to ~~either~~utilize ~~accept~~both orsites ~~reject any subscription. Any subscription rejected will be returned~~ to ~~the~~prospect ~~subscriber~~and ~~within~~reach 5a ~~business~~large ~~days~~ number of ~~the~~models ~~rejection date~~daily. ~~Furthermore,~~Social ~~once~~Media aand ~~subscription~~word-of-mouth ~~agreement~~have ishelped ~~accepted,~~the itcompany ~~will~~jump beonto ~~executed without reconfirmation to or from~~ the ~~subscriber.~~radar ~~Once~~of wemany ~~accept~~models aon ~~subscription,~~ the ~~subscriber cannot withdraw it~~market.

~~[Balance~~The ofMegas ~~this~~Modeling ~~Page~~Entrepreneur ~~Intentionally Left Blank]~~Program

“There’s this misperception that models are making millions of dollars,” Ziff told Metro New York. “What people don’t realize is that models are often working for free.”

http://www.businessinsider.com/models-form-alliance-and-reveal-scary-industry-statistics-2012-1#more-than-13-373-begin-modeling-at-ages-17-through-20-1

The modeling industry is full of hopeful, beautiful, and ambitious women that all have a dream to make it big. What really stops the larger percentage of these women from success is lack of funds and true opportunities. The entrepreneur program within Megas encourages their modeling careers while teaching them how to make money. Megas starts by setting models up with all the tools they need to make sales and build a successful distribution organization. The goal is to help them continue their pursuits as a model through Megas and work towards a 6-figure income. Our marketing and sales programs are specifically designed to benefit beautiful women. They will want to be associated with the Megas brand. Eventually it will be models seeking out Megas as the optimal stepping stone in their career.

The modeling / hosting world is very unstable and financially difficult. Models have ample opportunities in bigger cities but the pay is always terrible. Most of the time they show up to an opportunity, stand around for 3 hours, model for 30 minutes, and earn around $100. If you have a conversation with any of these girls they will tell you outright that they are trying to get their careers off the ground by suffering through what they call their “due diligence”.

Model Entrepreneur Training

Training is critical to the success of the Megas entrepreneur program. The system of training that is being developed is tailored to each personality type of the models. Pushing those that are ambitious, coaching and training those that are learning, and cutting off those that are not working the program. This is all very critical. The overall goal is to take entrepreneurs really working the program and get them into the higher levels of income fast.

There will be 3 different formats for training:

●

Extensive webinar training

●

Special in-person training events

●

Direct appointment-based personal coaching

Webinar Training

Webinar training is required of every model that enters the Megas entrepreneur program. This will be the most common type of continual training offered. Webinars will run consistently and utilize charts, custom media and direct training by lead corporate trainers.

~~ITEM~~The 9following -webinars ~~DESCRIPTION~~will OFbe ~~SECURITIES~~given TOon BEan ~~REGISTERED~~ongoing basis.

~~COMMON~~1 ~~STOCK~~Megas VIP Entrepreneur Introduction

We2 ~~are~~How ~~authorized~~ to ~~issue~~use ~~75,000,000~~your ~~shares of preferred stock~~knowledge, ~~$0.001~~assertive ~~par value. We have issued 10~~nature,~~000,000~~ ~~shares~~and ofsexuality ~~common stock~~ to ~~date~~make ~~held~~the ~~by one (1) shareholder of record.~~sale

~~The~~3 ~~holders~~How ofto ~~our~~use ~~common~~the ~~stock:~~website, calendar, and CRM

1.4 How to market using the funnel and other direct marketing tools

~~Have~~5 ~~equal~~How ~~ratable rights~~ to ~~dividends~~present ~~from~~the ~~funds~~VIP ~~legally~~program ~~available~~over ~~therefore, when, as and if declared by~~ the ~~Board of Directors;~~phone

2.6 How to present the VIP program in person

~~Are~~7 ~~entitled~~How to ~~share~~conduct ~~ratably~~a inprofessional ~~all~~discussion ofleading ~~assets~~the ~~available for distribution to holders of common stock upon liquidation, dissolution, or winding up of corporate affairs;~~client

3.8 How to close a sale

Do9 ~~not~~Webinar ~~have~~on ~~preemptive,~~lifestyle ~~subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and~~products

4.10 Webinar on health and weight loss products

~~Are~~11 ~~entitled~~Webinar ~~to one vote per share~~ on ~~all~~performance ~~matters on which stockholders may vote.~~products

~~All~~In-Person ~~shares~~Training ~~of common stock now outstanding are fully paid for and non assessable and all shares of common stock which are the subject of this offering, when issued, will be fully paid for and non assessable.~~Events

~~The~~In-person ~~SEC~~trainings ~~has~~will ~~adopted~~be ~~rules~~where ~~that~~the ~~regulate~~models ~~broker/dealer practices in connection with transactions in penny stocks. Penny stocks generally~~ are ~~equity~~engaged ~~securities with~~ on a ~~price~~deeper ofimpact; ~~less than $5.00 (other than securities registered~~ on ~~certain~~an ~~national~~emotional securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange system). The penny stock rules require a broker/dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the nature and level ~~of risks in the penny stock market~~. ~~The~~With ~~broker/dealer~~intensive ~~also~~training ~~must provide the customer with bid~~ and ~~offer~~premium ~~quotations~~content ~~for~~development ~~the~~through ~~penny~~video ~~stock,~~streaming the ~~compensation of the broker/dealer~~events, these ~~and~~are ~~its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account~~powerful. InThey ~~addition,~~will ~~the~~air ~~penny~~live ~~stock~~on ~~rules require that prior to a transaction in a penny stock not otherwise exempt from such rules,~~ the ~~broker/dealer~~website ~~must make a special written determination that a penny stock is a suitable investment~~ for ~~the~~maximum ~~purchaser~~coverage and ~~receive~~to ~~the~~allow ~~purchaser's~~other ~~written~~entrepreneurs ~~agreement~~ to ~~the transaction~~participate. ~~These~~They will ~~heightened~~also ~~disclosure~~be ~~requirements~~recorded ~~may~~for ~~have~~ the ~~effect~~purpose of ~~reducing~~adding ~~the number of broker/dealers willing~~ to ~~make a market in~~ our shares, reducing the level of trading activity in any secondary market that may develop for our shares, and accordingly, customers in our securities may find it difficult to sell their securities, if at allcontent.

WeSome ~~have no current plans to either issue any preferred stock or adopt any series, preferences or other classification~~ of ~~preferred stock. The Board of Directors is authorized to (i) provide for~~ the ~~issuance of shares of the authorized preferred stock~~ in-person ~~series~~training ~~and~~events ~~(ii)~~will by filing a certificate pursuant to the laws of Nevada, to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof, all without any further vote or action by the stockholders. Any shares of issued preferred stock would have priority over the common stock with respect to dividend or liquidation rights. Any future issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of the company without further action by the stockholders and may adversely affect the voting and other rights of the holders of common stock. include:

~~The~~● issuance of shares of preferred stock, or the issuance of rights to purchase such shares, could be used to discourage an unsolicited acquisition proposal. For instance, the issuance of a series of preferred stock might impede a business combination by including class voting rights that would enable the holder to block such a transaction, or facilitate a business combination by including voting rights that would provide a required percentage vote of the stockholders. In ~~addition,~~team ~~under~~speaking ~~certain~~opportunities: ~~circumstances,~~public the issuance of preferred stock could adversely affect the voting power of the holders of the common stock. Although the Board of Directors is required to make any determination to issue such stock based on its judgment as to the best interests of stockholdersspeaking, ~~the Board of Directors could act in a manner that would discourage an acquisition attempt or other transaction that potentially some~~training, orand agroup majority, of the stockholders might believe to be in their best interests or in which stockholders might receive a premium for their stock over the then market price of such stock. The Board of Directors does not at present intend to seek stockholder approval prior to any issuance of currently authorized stock, unless otherwise required by law or stock exchange rules.interaction

●

Intensive back and forth sessions on how to deal with a tough sale

●

Intensives on how to close a sale and interactive practice in the group

●

Presentation as a hostess to the group for giving a full presentation on what Megas is

●

One-on-one coaching sessions with our trainers on how to close sales

●

Product intensives on how to sell our products and the benefits they bring

●

How to work sales at an event or one of the Megas VIP parties

●

Several photo opps for professional, bikini pool, and other modeling shots

We have prepared our budgets to afford the best possible training environments across the US for these events with the majority of them held in Las Vegas.

SEO, Video, and Content Marketing on the Internet

We are working towards building a full-time, dedicated team working on the natural search marketing of the main company and each of the individual entrepreneurs. SEO is going to be a very strong and inexpensive way to get the information about Megas in front of thousands a week.

Megas will be marketing online through:

●

Placement of video on YouTube, Daily Break, and several other well-indexed video websites.

●

Periodic press releases about our company and weekly press on each of the entrepreneurs that have entered into our programs.

●

Article submissions all over the internet on a variety of subjects that all stem back to the work we are doing.

Every event will generate hours of video content that can be published online. The video marketing age has fully dawned and will be a strong part of our SEO. With our streaming equipment and recording capabilities we will take full advantage of video marketing and SEO optimization.

Social Media Presence

Megas will develop several pages on Facebook for the departments and subsidiaries. The pages will be updated automatically from the Megas, Inc. corporate website blog and offering pages.

On Facebook:

●

Direct links for selling our VIP party general-entry tickets.

~~PREEMPTIVE~~● ~~RIGHTS~~Links to all of our entrepreneurs (a page that has all their headshots) with encouragement to contact them directly to learn about our VIP services.

No● ~~holder~~Any ofand ~~any~~all ~~shares~~celebrity ofinteraction ~~our~~that ~~stock~~we ~~has~~have ~~preemptive~~going oron ~~preferential~~with ~~rights~~the to acquire or subscribe for any unissued shares of any class of stock or any unauthorized securities convertible into or carrying any right, option or warrant to subscribe for or acquire shares of any class of stock not disclosed hereincompany.

~~NON-CUMULATIVE~~● ~~VOTING~~Information dedicated to the Megas product lines and services offered.

~~Holders~~● ofThere ~~our~~will ~~common~~be ~~stock~~several dopages ~~not~~made ~~have~~in ~~cumulative voting rights~~Facebook, ~~which means that the holders of more than 50% of the outstanding shares~~Tumblr, ~~voting~~and Twitter for ~~the~~our ~~election of directors~~entrepreneurs, ~~can~~as ~~elect~~well ~~all~~as ofMegas ~~the directors to be elected~~itself, ifthat ~~they so choose, and, in such event, the holders of the remaining shares~~ will ~~not~~continue ~~be able~~ to ~~elect~~increase ~~any~~our ~~directors~~presence.

~~CASH~~We ~~DIVIDENDS~~are really taking advantage of social media and reaching out to our target audience through sites like Facebook, Tumblr, and other networking sites. We are also utilizing social media to prospect to models. This is a good strategy to bring models into our company. We will build media for models that have 10,000+ fans on their social media sites; in return, they post about Megas on their sites. This is mutually beneficial to Megas and the model as it builds brand awareness for both.

AsWholly-Owned of the date of this prospectus, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of the Board of Directors and will depend upon earnings, if any, capital requirements and our financial position, general economic conditions, and other pertinent conditions. We do not intend to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in business operations.Subsidiaries:

~~REPORTS~~Megas Edge

~~After~~Premium ~~this~~Lifestyle ~~offering,~~Products ~~we will make available to our shareholders annual financial reports certified by independent accountants,~~ and ~~may,~~Subscription ~~at its discretion, furnish unaudited quarterly financial reports.~~Services

~~ITEM~~The 10following -are ~~INTEREST~~the OFinitial ~~NAMED~~product ~~EXPERTS~~lines ~~AND~~and ~~COUNSEL~~services scheduled for launch through 2014

~~INTEREST~~Megas ~~OF NAMED EXPERTS AND COUNSEL~~Products

~~Abby~~· ~~Ertz,~~Megas ~~Esq.~~Prime isHealth legal counsel to the Company. She has provided an opinion on the validity of the common stock to be issued pursuant to this Registration Statement. She is also our Escrow Agent. Ms. Ertz has also been retained as special counsel to our Company for purposes of facilitating our efforts in securing registration before the Commission and ~~eventual~~Wellness ~~listing on the OTCBB®.~~ Line

~~[Balance~~· ofMegas ~~this~~Gold ~~Page~~Skincare ~~Intentionally Left Blank]~~Line

Megas VIP Card and Subscription

Entrepreneurship and lifestyle:

●

Seminar training for entrepreneurship in networking and communications. These will be in the form of general open to the public and special events.

Lifestyle and dating seminars for bachelors (done exclusively by host modeling entrepreneurs and coaches)

Megas Events and Parties:

Events and Parties will be held at premier venues, mansions or teamed up with special events such as concerts or festivals.

Megas Services

Megas Live Virtual and Live Event Ticket Sales

Megas Live Streaming Products and Services

Megas Prime

The Megas Prime nutraceutical product line was carefully selected from the best manufacturers and ingredients. The purpose of this set of products is to offer our customers the opportunity to greatly improve their health through the use of our exclusive product lines.

Health and Weight Loss:

●

Megas Prime- Healthy Testosterone support supplement.

Megas Energy Mixers:

This unique blend of all natural herbs trains your cells to function at optimal levels. That's why we call it functional cellular energy. No synthetically created dangerous chemicals loaded with sugars that will spike your system leaving you crashing and "needing" more. This all natural approach re-kindles the fire that originally belongs to your cells leaving you feeling good, sustained and energized. Megas Energy Mixers come in four delicious flavors: Pomegranate, Grape, Lime-Rickey and Blueberry.

~~ITEM~~Functional 11Cellular ~~- INFORMATION WITH RESPECT TO THE REGISTRANT~~Energy:

~~DESCRIPTION~~Adaptogens OFfeed ~~BUSINESS~~the cells, allowing them to operate at optimal levels of performance. They help the cell ‘adapt’ to its maximum level of performance. Adaptogens only come from naturally-occurring foods.

WeThe were incorporated on September 17, 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 shareholders, we never commenced any operational activities.Science:

WeNutritional ~~were~~scientists ~~formed~~studying byplant ~~Stephen~~medicine A.coined ~~Schramka,~~ the ~~initial~~term ‘adaptogen’ ~~director,~~to ~~for~~refer ~~the~~to ~~purpose of creating~~ a ~~corporation~~plant ~~which~~that ~~could~~rooted benon-specific ~~used~~benefits to ~~consummate~~an aorganism ~~merger~~while orinducing ~~acquisition.~~NO ~~Mr.~~negative ~~Schramka~~side ~~serves as President, Secretary, Treasurer and Sole Director~~effects. ~~Mr. Schramka determined next to proceed with filing a Form S-1.~~

~~Mr.Schramka,~~An ~~elected~~adaptogen tois ~~commence~~a ~~implementation~~substance ofwhich ~~our~~raises ~~principal~~the ~~business~~nonspecific ~~purpose,~~resistance in ~~described~~an ~~below~~organism. ~~under~~Adaptogens ~~“Plan~~enable the body to enhance its power of ~~Operation"~~resistance and adapt to external conditions. AsThey ~~such,~~work wewith the ~~can~~body’s benatural ~~defined~~rhythms asto ahelp ~~"shell"~~rebuild ~~company~~weak immune systems, ~~whose~~re-mineralize ~~sole~~poorly-nourished ~~purpose~~bodies atand ~~this~~increase ~~time~~energy and isendurance. ADAPT toENERGY ~~locate~~will: 1. ~~and~~Improve ~~consummate~~reflexes 2. aIncrease ~~merger~~efficiency 3. orPromote ~~acquisition~~longevity 4. ~~with~~Increase astamina 5. ~~private~~Beautify ~~entity~~the skin 6. Increase memory 7. Increase alertness

~~The~~Megas ~~proposed~~Gold ~~business~~Skin activities described herein classify us as a "blank check" company. Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. We do not intend to undertake any efforts to cause a market to develop in the Company's securities until such time as the Company has successfully implemented its business plan described herein. Accordingly, each shareholder has executed and delivered a "lock-up" letter agreement, affirming that he/she will not sell his/her respective shares of our common stock until such time as we have successfully consummated a merger or acquisition and we are no longer classified as a "blank check" company. In order to provide further assurances that no trading will occur in our securities until a merger or acquisition has been consummated, each shareholder has agreed to place his/her respective stock certificate with our legal counsel, who will not release these respective certificates until such time as legal counsel has confirmed that a merger or acquisition has been successfully consummated. However, while we believe that the procedures established to preclude any sale of our securities prior to closing of a merger or acquisition will be sufficient, there can be no assurances that the procedures established herein will unequivocally limit any shareholder's ability to sell their respective securities before such closing.Care

~~Number~~Megas Gold is an exclusive skincare line that is made of ~~Total~~the ~~Employees~~highest quality ingredients. The formulas work miracles for the skin and ~~Number~~will be a huge hit with the model entrepreneurs and their customers. As a very important part of ~~Full~~the ~~Time~~health ~~Employees~~and wellness philosophy of Megas, the Megas Gold skincare line brings beauty to the forefront of our product offering.

WeMegas Gold 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 partAnti-~~time~~Aging ~~employees. The responsibilities are mainly administrative at this time, as our operations are minimal.~~Serum

~~DESCRIPTION~~Tap OFinto ~~PROPERTY~~the beauty and enlivening secrets that were once only enjoyed by the ancients. Blended with 24 K Gold, this powerful serum will keep you looking young and give you the skin you really deserve.

WeMegas ~~use~~VIP a corporate office located at 420 Nellis Blvd. Ste 131, Las Vegas, Nevada 89110. Office space, utilities and storage are currently being provided free of charge. There are currently no proposed programs for the renovation, improvement or development of the facilities currently in use.Card

~~LEGAL~~The ~~PROCEEDINGS~~VIP services are focused on the lifestyle aspects of Megas. They include introductory subscriptions, upgrades and special event packages. Megas VIP encompasses training, events and parties that are put on by Megas.

~~Stephen A~~SexyPopulation. ~~Schramka, our officer and director has not been convicted in a criminal proceeding.~~com

~~Stephen A~~SexyPopulation.com ~~Schramka,~~is ~~our~~anticipated ~~officer~~to ~~and~~launch ~~director~~4th ~~has~~Quarter of ~~not~~2014. ~~been~~This ~~permanently~~social ornetwork ~~temporarily~~is ~~enjoined,~~a ~~barred,~~competition ~~suspended~~portal orand ~~otherwise~~a ~~limited~~meeting ~~from~~place ~~involvement~~for inthe ~~any~~nightlife ~~type~~and ofmodeling ~~business, securities or banking activities~~industry.

~~Stephen A~~SexyPopulation.com ~~Schramka,~~will ~~our~~hold ~~officer~~competitions, advertise clubs, and ~~director~~allow ~~has~~the ~~not~~users ~~been~~to ~~convicted~~collaborate. ofUsers ~~violating~~can ~~any~~engage ~~federal~~each orother ~~state~~along ~~securities~~with orthe ~~commodities~~models ~~law~~competing, in a social experience.

~~There~~Models and photographers are noable ~~known~~to ~~pending~~build ~~legal~~an oronline ~~administrative~~profile that ~~proceedings~~showcases ~~against~~their portfolio and resume. Users are able to connect and network together on this platform. SexyPopulation contains the ~~Company~~capability of linking social media sites to their SexyPopulation profile. By allowing users to easily link their other social media accounts to their SexyPopulation profile it will rapidly expand their online presence.

oSexyPopulation ~~officer,~~has ~~director~~competition from two major sites, ~~significant~~Model ~~employee~~Mayhem and orOne ~~consultant~~Model ~~has~~Place. ~~had~~These ~~any~~sites, ~~bankruptcy~~however, ~~petition~~do ~~filed~~not byallow ora ~~against~~model ~~any~~to ~~business~~build ofa ~~which~~fan ~~such~~base. ~~person~~There ~~was~~is tremendous opportunity to create a ~~general~~better ~~partner~~application; orthe ~~executive~~market ~~officer~~is ~~either~~wide atopen for SexyPopulation to dominate. SexyPopulation is the ~~time~~evolution of ~~the~~Model ~~bankruptcy~~Mayhem ~~filing~~and One orModel ~~within~~Place ~~two~~with ~~years~~a ~~prior~~technologically toadvanced ~~that~~platform ~~time~~on which to run.

SexyPopulation’s main revenue stream will be the ads on the website. These will function much like the ads on Facebook, but SexyPopulation will run regular, simple ads. Every time a visitor clicks on an ad and follows through to the ad website, SexyPopulation will receive ad revenue. An additional way SexyPopulation will produce revenue is thru the sale of completion sponsorships.

~~MARKET~~Marketing ~~PRICE OF AND DIVIDENDS ON THE ISSUER’S COMMON STOCK~~Model

~~Market~~The ~~Price~~application will be marketed thru a combination of viral social media theory, search engine optimization, sponsorships, and live events. By introducing a strong social experience that is fully integrated to Facebook and partially integrated to Twitter, Pinterist, and other applications, SexyPopulation will work like a magnet. The very nature of the social experience will draw fans of the Modeling competitors in to vote and give support.

AsSexyPopulation.com ofwill ~~the~~target ~~date~~and oftrade ~~this~~website ~~prospectus,~~links ~~there~~with lucrative islink nosponsors ~~public~~that ~~market~~already ~~for~~have ~~our.~~the ~~common~~highest ~~stock.~~search ~~This~~engine ~~prospectus~~placement isand aFacebook ~~step~~fan ~~toward~~pages. ~~creating~~These ainclude ~~public~~bikini ~~market~~websites, modeling ~~for our stock~~agencies, ~~which~~picture ~~may~~posting ~~enhance~~sites, ~~the~~high ~~liquidity~~traffic ofmen’s ~~our shares. However~~websites, ~~there~~and ~~can~~several ~~be no assurance that a meaningful trading market will develop~~others. ~~We make no representation about the present or future value of our common stock.~~

AsUsers of the ~~date~~SexyPopulation.com ~~of this prospectus,~~Application

1.Clubs ~~There~~and ~~are no outstanding options or warrants to purchase, or other instruments convertible into our common equity.~~Businesses:

2.On ~~There~~the business side our target audiences are ~~currently~~mega 10clubs,~~000~~ modeling agencies,~~000~~ ~~shares~~and ofentertainment ~~our~~companies. ~~common~~These ~~stock~~companies ~~held~~will byfind ~~our~~it ~~officer~~very lucrative to advertise and ~~director~~list ~~that~~with ~~are~~SexyPopulation.com the ~~not~~younger, ~~eligible~~attractive toaudience beand ~~sold~~competitors. ~~pursuant~~These tocompanies ~~Rule~~can ~~144~~list ~~under~~for free and have opportunities to sponsor the ~~Securities~~website, physical ~~Act;~~events, and individual competitions.

3.As ~~Other than~~ the ~~stock~~community ~~registered~~grows ~~under~~there ~~this~~will ~~Registration~~be ~~Statement,~~programs ~~there~~developed isthat are nofocused ~~stock~~on ~~that~~joint ~~has~~venture ~~been~~projects ~~proposed~~with tothe bemore ~~publicly~~popular ~~offered~~mega ~~resulting~~clubs. inThis ~~dilution~~is expected to ~~current~~start ~~shareholders~~within the second year of operating.

~~All~~Sexy ofPopulation the presently outstanding shares of common stock (10,000,000) are "restricted securities" as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. The SEC has adopted final rules amending Rule 144, which shall become effective on February 15, 2008. Pursuant to the new Rule 144, one year must elapse from the time a “shell company”, as defined in Rule 405, ceases to be a “shell company” and files Form 10 information with the SEC, before a restricted shareholder can resell their holdings in reliance on Rule 144. Form 10 information is equivalent to information that a company would be required to file if it were registering a class of securities on Form 10 under the Securities and Exchange Act of 1934 (the “Exchange Act”). Under the amended Rule 144, restricted or unrestricted securities, that were initially issued by a reporting or non-reporting shell company or an Issuer that has at anytime previously a reporting or non-reporting shell company as defined in Rule 405, can only be resold in reliance on Rule 144 if the following conditions are metCompetitions: (1) the issuer of the securities that was formerly a reporting or non-reporting shell company has ceased to be a shell company; (2) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; (3) the issuer of the securities has filed all reports and material required to be filed under Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding twelve months (or shorter period that the Issuer was required to file such reports and materials), other than Form 8-K reports; and (4) at least one year has elapsed from the time the issuer filed the current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

AtThe ~~the~~competitions ~~present~~are ~~time,~~ the ~~Company~~main isattraction ~~classified~~in asSexyPopulation.com. To enter a ~~“shell~~competition ~~company”~~there ~~under~~is ~~Rule~~no ~~405~~cost ofto the ~~Securities Act~~competitor. AsThere ~~such,~~is ~~all~~however ~~restricted~~an ~~securities~~admin ~~presently~~screening ~~held~~to byqualify. ~~the~~Users ~~founders~~can ofjoin ~~the~~SexyPopulation.com as ~~Company~~a ~~may~~regular ~~not~~user beand ~~resold~~upgrade ~~in reliance on Rule 144 until: (1) the Company files Form 10 information with the SEC when it ceases~~ to be a ~~“shell~~competitor ~~company”;~~at ~~(2)~~any ~~the~~time. ~~Company~~Once ~~has~~a ~~filed~~user ~~all~~upgrades, ~~reports~~their asprofile ~~required~~becomes bymore ~~Section~~visible 13 and ~~15(d)~~searchable on of the Securities Act for twelve consecutive months; and (3) one year has elapsed from the time the Company files the current Form 10 type information with the SEC reflecting its status as an entity that is not a shell companywebsite.

~~HOLDERS~~The competitive users can upgrade their listing to promote themselves as a brand. For models this is a great place to set up and manage their portfolio. This also gives them incentive to come in and really work on their profile and stay active in SexyPopulation.com.

AsThe ofcompetitions are the ~~date~~central ofattraction ~~this~~for ~~prospectus,~~the Weplatform. This ~~have~~is ~~10,000,000~~the ~~shares~~main ofway $0for building a large loyal audience.~~001~~ ~~par~~The ~~value~~competition ~~common~~software ~~stock~~is ~~issued~~extremely flexible and ~~outstanding~~able ~~held~~to byrun ~~one~~for ~~shareholder(s)~~any period of ~~record~~time creating a variety of themed competitions.

~~DIVIDENDS~~Most competitions will run for a period of 30 to 90 days depending on what the type of competition. The more common ones will be 30 days. Anywhere from 2 to 10 competitions will be running at the same time. The total number of entries will balance the competitions.

WeSome ~~have~~of ~~neither declared nor paid any cash dividends on either our preferred or common stock. For~~ the ~~foreseeable~~competitions ~~future,~~ we ~~intend~~are toplanning ~~retain any earnings~~ to ~~finance~~run ~~the~~in development and expansion of our business, and do not anticipate paying any cash dividends on our preferred or common stock. Any future determination to pay dividends will be at the discretion of the Board of Directors and will be dependent upon then existing conditions, including its financial condition, results of operations, capital requirements, contractual restrictions, business prospects, and other factors that the Board of Directors considers relevant.2014

~~MANAGEMENT’S~~● ~~DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~Bikini

~~This~~● ~~section~~Glamour ~~must be read in conjunction with the Audited Financial Statements included in this prospectus.~~Model

●

Lingerie

●

Alternative

●

Miss Population

●

Sexy Summer Heat

●

Ebony

●

Pin Up

GoGo / Electronic Dance Music Girls

Fans and Users

The fans are what make SexyPopulation.com work. On Facebook right now, there are fan pages for models of all genres that have 15,000 to 100,000+ fans. When the models post to their walls, their fans get those posts in their news feeds. Out of the several thousand girls we are planning to target for our competitions, their fans have shown to be loyal and post often. Usually a model with over 10,000 fans will get 500+ likes and several hundred comments on each and every post. When the competitions are going hot there will be literally thousands of fans exposed each day to the SexyPopulation.com posts.

~~PLAN~~Fans OFare ~~OPERATION~~able to come into SexyPopulation.com as regular users and enjoy most of the features of the website. They are able to blog, comment on media, friend other users, and, most importantly, follow their favorite competitors. As you will see from the Facebook features integration, they are able to be on SexyPopulation.com and Facebook at the same time. Most fans will prefer to come into SexyPopulation.com over their Facebook.com experience. It’s just sexier!

WeAdvertising ~~intend~~on 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.~~Website

~~While~~Advertising we will ~~attempt~~go toin ~~obtain audited financial statements of~~ a ~~target~~few ~~entity~~different segments, ~~there~~the ismain noportion working ~~assurance~~through ~~that~~ad ~~such~~agencies ~~audited~~and ~~financial~~ad ~~statements~~networks. ~~will be available~~SexyPopulation.com Weonly ~~intend~~allows toCPC ~~obtain~~(cost ~~certain~~per ~~assurances~~click) ofand ~~value~~CPV of(cost ~~the~~per ~~target~~view) ~~entity's~~relationships at ~~assets~~this ~~prior~~level. toThe ~~consummating~~ads ~~such~~will abe ~~transaction~~cherry-picked, ~~with~~choosing ~~further~~only ~~assurances~~the ~~that~~best anoffers ~~audited~~to ~~statement would~~ be ~~provided~~displayed. ~~within~~This ~~seventy-five~~will ~~days~~run ~~after~~a ~~closing~~frequency of ~~such~~ a ~~transaction.~~few hundred ~~Closing~~available ~~documents~~ads ~~relative~~based ~~thereto~~on ~~will~~page ~~include~~and ~~representations~~content ~~that~~matching. ~~the~~This ~~value~~accounts offor the ~~assets~~larger ~~conveyed~~portion toof orrevenue ~~otherwise~~generated soon ~~transferred will not materially differ from~~ the ~~representations included in such closing documents~~website.

WeThere ~~have~~are noalso ~~full~~special ~~time~~advertising ~~employees.~~opportunities ~~Mr.~~for ~~Schramka~~sponsors and ~~has~~larger ~~agreed~~advertisers. toThese ~~allocate~~opportunities ahave ~~portion~~full-page ofdisplays, ~~his~~larger ~~time to our activities~~banners, ~~without~~and ~~compensation~~special editorials. WeThere ~~anticipate~~will ~~that~~be ~~our~~a ~~plan~~variety of ~~can~~pricing bebased ~~implemented~~advertising, bybased ~~our~~on ~~officer~~the ~~devoting~~number ~~approximately~~of 10SexyPopulation.com tousers. 30The ~~hours~~companies ~~per~~that ~~month~~are totargeted ~~the~~for ~~business~~this ~~affairs~~type ~~and~~of advertising ~~consequently~~are, ~~conflicts~~music offestivals, ~~interest~~mega ~~may~~clubs, ~~arise~~beach ~~with~~and ~~respect~~body tocompanies, ~~the~~bikini ~~limited~~and ~~time~~clothing ~~commitment~~lines, byenergy ~~such~~and ~~officer.~~extreme ~~See~~sports ~~"DIRECTORS, EXECUTIVE OFFICERS"~~products.

WeHow ~~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~~SexyPopulation.com ~~Any~~Benefits ~~business~~Megas, ~~combination or transaction will likely result in a significant issuance of shares and substantial dilution to our present stockholders~~Inc.

~~Our~~SexyPopulation.com ~~Articles~~as ofa ~~Incorporation~~wholly ~~provides~~owned ~~that~~subsidiary wehas ~~may~~powerful relationship ~~indemnify~~for ~~our~~the ~~officers~~Megas ~~and/or~~Inc. ~~directors~~business ~~for~~model. ~~liabilities,~~There ~~which~~will ~~can~~be ~~include~~a ~~liabilities~~tremendous ~~arising~~number ~~under~~of opportunities to recruit new entrepreneurs to market the ~~securities~~Megas ~~laws~~product lines. ~~Therefore,~~The ~~our~~competitions ~~assets~~really ~~could~~help beus ~~used~~sort orthrough ~~attached~~those tothat ~~satisfy~~are ~~any~~ambitious ~~liabilities~~enough ~~subject~~ to ~~such~~really ~~indemnification.~~pursue a ~~See~~career ~~"INDEMNIFICATION~~and OFthose ~~DIRECTORS~~that ~~AND~~are ~~OFFICERS~~not so ambitious."

~~GENERAL~~XS ~~BUSINESS PLAN~~Modeling

~~Our~~XS ~~purpose~~Modeling iswill tobe ~~seek,~~a ~~investigate~~fully-functioning ~~and,~~model ifmanagement ~~such~~company. It ~~investigation~~will ~~warrants,~~act ~~acquire~~as ana ~~interest~~supporting inbridge ~~business~~company ~~opportunities~~for ~~presented to it by persons or firms who or which desire to seek~~ the ~~perceived~~Megas ~~advantages~~Entrepreneur ~~of an Exchange Act registered corporation~~program. WeAs ~~will~~a ~~not~~wholly ~~restrict~~owned ~~our~~subsidiary ~~search~~there toare ~~any~~many ~~specific~~aspects that ~~business,~~help ~~industry,~~give ~~or geographical location and we may participate in~~ a ~~business~~strong ~~venture~~focus ofto ~~virtually any kind or nature. This discussion of~~ the ~~proposed~~acquisition ~~business is purposefully general~~ and isrecruiting ~~not meant to be restrictive~~ of ~~virtually unlimited discretion to search for and enter into potential business opportunities~~models. WeThere ~~anticipate~~is ~~that~~also wean ~~will~~entire beservices ~~able~~program tofor ~~participate~~models, photographers ~~in only one potential business venture because we have nominal assets~~ and ~~limited~~the ~~financial~~Megas ~~resources~~entrepreneurs. 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.

WeXS ~~may~~Modeling ~~seek~~will awork ~~business~~to ~~opportunity~~develop ~~with~~and ~~entities~~feature ~~which~~promising ~~have~~models. XS ~~recently~~Modeling ~~commenced~~will ~~operations~~manage, orbuild ~~which~~their ~~wish~~careers, toand ~~utilize~~make ~~the~~them ~~public~~superstars ~~marketplace~~within inthe ~~order~~modeling toworld. ~~raise~~Many ~~additional~~models ~~capital~~will inbe ~~order~~listed toas an ~~expand~~XS ~~into~~Modeling ~~new~~model ~~products~~and orwill ~~markets,~~be toable ~~develop~~earn a ~~new~~living ~~product~~from orthe ~~service,~~job oropportunities ~~for~~offered, ~~other~~but ~~corporate~~only ~~purposes.~~the Webest ~~may~~will ~~acquire~~become ~~assets~~featured XS ~~and~~Modeling ~~establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries~~models.

~~The~~Models ~~primary~~are ~~method~~the webest foot soldiers for Megas. They will ~~use~~be tothe ones ~~find~~out ~~potential~~on ~~merger~~the street, in venues, or ~~acquisition~~any ~~candidates~~photo ~~will~~shoot beworking to ~~run~~spread ~~classified~~the ~~ads~~word about Megas and building an interest in the ~~Wall~~company with ~~Street~~potential ~~Journal~~sponsors. ~~periodically~~The ~~seeking~~more ~~companies~~models ~~which~~we ~~are~~have ~~looking~~within toXS ~~merge~~Modeling, ~~with~~the abetter ~~public~~for ~~shell~~Megas, Inc. as a whole.

WeThe ~~anticipate~~other ~~that~~side to the ~~selection~~XS ofModeling a business ~~opportunity~~plan inis ~~which~~the toexclusive service ~~participate~~we ~~will~~offer beto ~~complex and extremely risky~~photographers. ~~Due~~Photographers towill ~~general~~be ~~economic~~another ~~conditions,~~way ~~rapid~~to ~~technological~~bring ~~advances being made~~ in ~~some~~models. ~~industries~~Most ~~and~~Photographers ~~shortages~~have ofan ~~available~~extensive ~~capital, management believes~~ network that ~~there~~they ~~are~~work ~~numerous firms seeking the perceived benefits of a publicly registered corporation~~with. ~~Such~~These ~~perceived~~XS ~~benefits~~Modeling ~~may~~Photographer ~~include~~members ~~facilitating~~will orenhance ~~improving~~our ~~the~~brand ~~terms~~by onusing ~~which~~our ~~additional~~service ~~equity financing may be sought, providing liquidity for incentive stock options or similar benefits~~ to ~~key~~scout ~~employees, providing liquidity (subject to restrictions of applicable statutes)~~ for ~~all~~new ~~shareholders~~models in ~~and~~their ~~other factors~~shoots. ~~Business~~The ~~opportunities~~photographers ~~may be available in many different industries and at various stages of development, all of which~~ will ~~make~~want ~~the~~to ~~task~~sign ofup ~~comparative~~with ~~investigation~~XS ~~and~~Modeling ~~analysis~~because ofit offers such ~~business~~an ~~opportunities~~amazing ~~extremely~~service ~~difficult~~to ~~and complex~~them.

XS Modeling Scouting and Photo Opps Expeditions

By holding national and global photo shoot opportunities, we will expand the content for XS Modeling and Megas. We will host casting calls to raise the brand awareness of Megas and recruit more entrepreneurs.

What these shoots accomplish:

●

Expand the owned and distributable image and video media of XS Modeling and Megas.

●

Increase modeling service exposure through personal interaction with the professionals in the industry.

●

Gives XS Modeling the opportunity to pitch the models directly for getting involved in the Megas entrepreneur program.

●

Gives XS Modeling the opportunity to interact with local photographers giving them access to the XS Modeling photographers program.

Services offered directly by XS Modeling

The services offered through XS Modeling are centered around the development and branding of models. There is an equally strong component for providing service to photographers.

WeBranding will continue to have, no capital with which to provide the owners of business opportunities with any significant cash or other assets. However, we believe that we will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in a publicly registered company without incurring the cost and ~~time~~Media ~~required~~Products to conduct an initial public offering. The owners of the business opportunities will, however, incur significant legal and accounting costs in connection with the acquisition of a business opportunity, including the costs of preparing Form 8-K's, 10-K's or 10-KSB's, agreements and related reports and documents. The Securities Exchange Act of 1934 (the "34 Act"), specifically requires that any merger or acquisition candidate comply with all applicable reporting requirements, which include providing audited financial statements to be included within the numerous filings relevant to complying with the 34 Act. Nevertheless, our officer and director has not conducted market research and are not aware of statistical data which would support the perceived benefits of a merger or acquisition transaction for ~~the owners of a business opportunity.~~Models:

~~The~~There ~~analysis~~are ~~of new business~~ opportunities ~~will be undertaken by, or under the supervision of our officer and director, who is not a professional business analyst. We intend~~ to ~~concentrate~~engage onXS ~~identifying~~Modeling preliminary prospective business opportunities which may be brought to its attention through present associations of our officer, or by our shareholders. In analyzing prospective business opportunities, we will consider such matters as ~~the~~a ~~available~~service ~~technical,~~provider in ~~financial~~photography and ~~managerial~~media resources; working capital and other financial requirements; history of operations, if any; prospects for the future; nature of present and expected competition; the quality and experience of management services which may be available and the depth of that management; the potential for further research, development, or exploration; specific risk factors not now foreseeable but which then may be anticipated to impact our proposed activities; the potential for growth or expansion; the potential for profit; the perceived public recognition or acceptance of products, services, or trades; name identification; and other relevant factors. We will meet personally with management and key personnel of the business opportunity as part of their investigation. To the extent possible, we intend to utilize written reports and personal investigation to evaluate the above factors. We will not acquire or merger with any company for which audited financial statements cannot be obtained within a reasonable period of time after closing of the proposed transaction.

~~While~~These not especially experienced in matters relating to the Acquired/Merged business, we will rely upon their own efforts and, to a much lesser extent, the efforts of our shareholders, in accomplishing the business purposes. It is not anticipated that any outside consultants or advisors, other than our legal counsel and accountants, will be utilized by us to effectuate our business purposes described herein. However, if we do retain such an outside consultant or advisor, any cash fee earned by such party will need to be paid by the prospective merger/acquisition candidate, as we have no cash assets with which to pay such obligation. There have been no discussions, understandings, contracts or agreements with any outside consultants and none are anticipated in the future. In the past, we have never used outside consultants or advisors in connection with a merger or acquisition.include:

We● ~~will~~Glam ~~not~~and ~~restrict~~alternative our search for any specific kind of firms, but may acquire a venture which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its corporate life. It is impossible to predict at this time the status of any business in which we may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which we may offer. However, we do not intend to obtain funds in one or more private placements to finance the operation of any acquired business opportunity until such time as we have successfully consummated such a merger or acquisition. We do not have any plans to conduct any offerings under Regulation S.themes

~~ACQUISITION~~● OFRunway ~~OPPORTUNITIES~~and high fashion shoots

In● ~~implementing~~Theme-based aprofessional structure for a particular business acquisition, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. It may also acquire stock or assets of an existing business. On the consummation of a transaction, it is probable that the present management and ~~shareholders~~artistic will no longer be in control of our Company. In addition, our director may, as part of the terms of the acquisition transaction, resign and be replaced by new directors without a vote of our shareholders.shoots

It● isProfessional ~~anticipated that our principal shareholder may actively negotiate or otherwise consent to the purchase of a portion of their common stock as a condition to, or~~ in-studio ~~connection~~video with, a proposed merger or acquisition transaction. Any terms of sale of the shares presently held by our officer and director will be also afforded to all our other shareholders on similar terms and conditions. The policy set forth in the preceding sentence is based on an understanding of management, and we are not aware of any circumstances under which this policy would change while he is still our officer and director. Any and all such sales will only be made in compliance with the securities laws of the United States and any applicable state.shoots

●

Small production event coverage

●

Short content film development and editing

●

Logo design and creation

●

Business cards, full page poster prints

●

Website design and branding

●

Model gallery and video page development

●

Twitter and Facebook fan page development

Services Directly to Photographers

This is considered one of the more unique parts of the XS Modeling. Why target photographers? Simple, they have the models!

Photographers are the lifeblood of the modeling industry. The more photographers we are able to work with the better. XS Modeling is developing unique software that is offered directly to Photographers themselves.

Digital Population-

Digital population provides world class publicity, production services and branding strategy to artists, bands, concerts, events and festivals. By providing critical media services Digital Population is a strategic compliment for the Megas brand. Digital Population is not only a much needed service provider to many large industries it also serves as a powerful generator of brand awareness for Megas. As set forth in the Megas marketing plan, Megas intends to build brand awareness through 3rd party events, and complimentary brands. With Digital Population intimately providing services to key companies Megas will have access to potentially leveraging those brands. Digital Population intends to have massive outreach to media influencers both online and off line. Not only will the media relationships and industry contacts at Digital Population build a dynamic promotions machine it will also keep Megas dialed into the hottest trends.

Vertical Population

Vertical Population does business development into a verity of distribution channels. From retail stores, private labeling, wholesale accounts and direct to customer campaigns Vertical Population offers a diverse way to increase the distribution of the Megas products. Through trade shows, industry contacts and direct outreach to buyers Vertical Population has the potential to dramatically increase the sales volume of the Megas products. Vertical Population will also manage brokering services or good to 3^rd party companies from Megas contacts. There is a lot of potential profit in brokering services within the industries Megas operates in. A great example of a potential commission Vertical Population could earn would be referring an artist to an event producer and receiving a commission from the artist for landing them work. Another example for commission based revenue Vertical Population could earn would be referring a 3^rd party product to a wholesale buyer that Vertical Population already sell to. This company will take advantage of the abundant referral opportunities that exist in the industries it will do business in.

Liquidity and Capital Resources

As of June 30, 2013, we had $0 in current assets, consisting of $0 in cash, compared to $0 in current assets at June 30, 2012. Current liabilities at June 30, 2013, totaled $20,478 compared to $15,140 June 30, 2012. The current liabilities at June 30, 2013 consisted of accounts payable expenses of $15,390. At June 30, 2012 the current liabilities consisted of accounts payable in the amount of $15,140.

The registrant has no specific plans to conduct any debt or equity offering. A shareholder has agreed to loan the registrant funds as needed to perform its business plan until such time as other funding is arranged or revenue produced. Such shareholder already has loaned the registrant funds as disclosed in the filing and the June 30, 2013 financials and notes thereto.

ItResults isof ~~anticipated~~Operations ~~that~~for ~~any~~the ~~securities~~Years Ended ~~issued~~June in30, ~~any~~2013 ~~such reorganization would be issued in reliance upon exemption from registration under applicable federal~~ and ~~state securities laws. In some circumstances, however, as a negotiated element of its transaction, we may~~2012

agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, of which there can be no assurance, it will be undertaken by the surviving entity after we have successfully consummated a merger or acquisition and we are no longer considered a "shell" company. Until such time as this occurs, we will not attempt to register any additional securities. The issuance of substantial additional securities and their potential sale into any trading market which may develop in our securities may have a depressive effect on the value of our securities in the future, if such a market develops, of which there is no assurance.Revenues

~~While~~Revenues ~~the~~from ~~actual~~continuing operations ~~terms~~for ofthe ayears ~~transaction~~ended toJune ~~which we may be a party cannot be predicted~~30, it2013 ~~may be expected that the parties to the business transaction will find it desirable to avoid the creation of a taxable event~~ and ~~thereby~~2012 ~~structure~~were ~~the acquisition in a so~~$-~~called "tax~~0- ~~free" reorganization under Sections 368a or 351 of the Internal Revenue Code (the "Code")~~.

With respect to any merger or acquisition, a negotiation with target company management is expected to focus on the percentage of the Company which target company shareholders would acquire in exchange for all of their shareholdings in the target company. Depending upon, among other things, the target company's assets and liabilities, our shareholders will in all likelihood hold a substantially lesser percentage ownership interest in our company following any merger or acquisition. The percentage ownership may be subject to significant reduction in the event we acquire a target company with substantial assets. Any merger or acquisition effected by us can be expected to have a significant dilutive effect on the percentage of shares held by our then-shareholders. Expenses

WeExpenses ~~will~~from ~~participate~~continuing operations infor ~~a business opportunity only after~~ the ~~negotiation~~year ~~and~~ended ~~execution~~June ~~of appropriate written agreements. Although the terms of such agreements cannot be predicted~~30, ~~generally~~2013 ~~such agreements will require some specific representations~~ and ~~warranties~~2012 bywere ~~all of the parties thereto~~$11, ~~will specify certain events of default~~807,338 ~~will detail the terms of closing~~ and ~~the conditions which must be satisfied by each of the parties prior to and after such closing~~$54, ~~will outline the manner of bearing costs, including costs associated with our attorneys and accountants, will set forth remedies on default and will include miscellaneous other terms~~801.

As stated herein above, we will not acquire or merge with any entity which cannot provide independent audited financial statements within a reasonable period of time after closing of the proposed transaction. We are subject to all of the reporting requirements included in the 34 Act. Included in these requirements is our affirmative duty to file independent audited financial statements as part of our Form 8Off-KBalance toSheet be filed with the Securities and Exchange Commission upon consummation of a merger or acquisition, as well as our audited financial statements included in its annual report on Form 10-K (or 10-KSB, as applicable). If such audited financial statements are not available at closing, or within time parameters necessary to insure our compliance with the requirements of the 34 Act, or if the audited financial statements provided do not conform to the representations made by the candidate to be acquired in the closing documents, the closing documents may provide that the proposed transaction will be voidable, at the discretion of the present management of the Company.Arrangements

~~Our~~We ~~officer~~do ~~and~~not ~~shareholder~~have ~~has~~any ~~verbally~~off-balance sheet ~~agreed~~arrangements 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~~are ~~with~~reasonably ~~agree~~likely to ~~repay~~have, ~~all or~~ a ~~portion~~current ofor ~~such~~future ~~advances.~~effect ~~There is no dollar cap~~ on ~~the~~our ~~amount~~financial ofcondition, ~~money~~changes in ~~which~~financial ~~such~~condition, ~~persons~~revenues ~~will~~or ~~advance~~expenses, toresults ~~us. We will not borrow any funds from anyone other than its current shareholders for the purpose~~ of ~~repaying~~operations, ~~advances made by the shareholders~~liquidity, ~~and~~capital weexpenditures ~~will~~or ~~not~~capital ~~borrow~~resources ~~any~~that are ~~funds~~material to ~~make any payments to the Company's promoters, management or their affiliates or associates~~investors.

~~The~~Critical ~~Board~~Accounting 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.Policies

~~There~~Our ~~are~~financial nostatements and ~~arrangements,~~accompanying ~~agreements~~notes orhave ~~understandings~~been ~~between~~prepared ~~non-management~~in ~~shareholders~~accordance ~~and~~with usUnited ~~under~~States ~~which~~generally ~~non-management~~accepted ~~can~~accounting ~~conduct~~principles ~~the~~applied ~~Company's~~on a ~~affairs~~consistent basis. ~~There~~The ispreparation noof ~~agreement~~financial ~~that~~statements ~~non-management~~in ~~shareholders~~conformity ~~will~~with ~~exercise~~U.S. ~~their~~generally ~~voting~~accepted ~~rights~~accounting toprinciples ~~continue~~requires management to ~~re-elect~~make estimates and assumptions that affect the ~~current~~reported ~~directors,~~amounts ~~however~~of assets and liabilities, itthe isdisclosure ~~expected~~of ~~that~~contingent assets ~~they~~and ~~will~~liabilities doat sothe ~~based~~date onof ~~possible~~the ~~existing~~financial ~~friendship~~statements ~~among~~and ~~such~~the ~~persons~~reported amounts of revenues and expenses during the reporting periods.

~~COMPETITION~~We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

WeCash ~~will~~and ~~remain~~Cash Equivalents. anThe ~~insignificant~~Company ~~participant~~considers ~~among~~all ~~the~~highly ~~firms~~liquid ~~which~~short-term ~~engage~~investments inwith ~~the~~maturities ~~acquisition~~ of ~~business~~less ~~opportunities. There are many established venture capital and financial concerns which have significantly greater financial and personnel resources and technical expertise~~ than ~~us.~~three Inmonths ~~view~~when acquired ~~of our combined extremely limited financial resources and limited management availability, we will continue~~ to be atcash ~~a significant competitive disadvantage compared our competitors~~equivalents.

Equipment, Furniture and Leasehold Improvements. Equipment, furniture and leasehold improvements are recorded at cost and depreciated on a straight-line basis over the lesser of their estimated useful lives, ranging from three to seven years, or the life of the lease, as appropriate.

Impairment of Long-Lived Assets. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the future net cash flows expected to be generated by such assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the discounted expected future net cash flows from the assets.

Revenue Recognition. The Company recognizes revenue when all four of the following criteria are met: (i) persuasive evidence that an arrangement exists; (ii) delivery of the products and/or services has occurred; (iii) the fees earned can be readily determined; and (iv) collectability of the fees is reasonably assured.

Research and Development. All market research and website development costs, including all related salaries, and facility costs are charged to expense when incurred.

Loss Per Common Share. Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents.

~~OFF-BALANCE~~OUR ~~SHEET ARRANGEMENTS~~MANAGEMENT

WeOfficers, doDirectors ~~not~~and ~~have any off-balance sheet arrangements.~~Advisors

~~CHANGES~~The INfollowing ~~AND~~is ~~DISAGREEMENTS~~a description ~~WITH~~of ~~ACCOUNTANTS~~our ONofficers, ~~ACCOUNTING~~directors ~~AND~~as ~~FINANCIAL~~of ~~DISCLOSURE~~June 6, 2014:

~~Since~~Executive inception until the present time, the principal independent accounting for the Company has neither resigned (nor declined to stand for reelection) nor have been dismissed. The independent accountant for the Company is Sam Kan & Company. 1151 Harbor bay Pkwy., Ste. 101, Alameda, CA 94502.Officers

~~DIRECTORS~~Name Age Position CHARLES MUI CEO, ~~EXECUTIVE~~CAO, ~~OFFICERS~~CFO, ~~PROMOTERS~~PRES, ~~AND~~SEC ~~CONTROL~~, ~~PERSONS~~TREAS. DIR. ADAM BUSINGER VP of Entertainment Logistics, DIR.

Directors, ~~are~~Executive ~~elected by the stockholders to a term of one year and serve until a successor is elected and qualified.~~ Officers, ~~are appointed by the Board of Directors to a term of one year~~ Promoters and ~~serve~~Control ~~until a successor is duly elected and qualified, or until removed from office. Our Board of Directors does not have any nominating, auditing or compensation committees.~~Persons

~~The~~Charles ~~following~~Mui ~~table~~- ~~sets~~CEO, ~~forth~~CAO, ~~certain~~CFO, ~~information~~PRES, ~~regarding~~SEC ~~our~~, ~~executive~~TREAS. ~~officer and director as of the date of this prospectus:~~DIR.

Name	Age	Position	Period of Service(1)
Stephen A. Schramka (2)	56	President, Secretary, Treasurer, and Director	Inception September 22, 2009 to Current

●

As one of the leaders in the MLM and Affiliate marketing industries Charles Mui has done a tremendous number of projects as a consultant and marketing architect. His ability to bridge the gap of communication between technical programming and real world marketing challenges has been unprecedented in his working relationships. As a master communicator his involvement in Megas is a welcome placement of authority and skill that is vital to the success of the model.

~~Notes~~● Some Vital Points about Charles Mui:

~~(1)~~● ~~Our~~Successful ~~directors~~Business ~~will~~Professional ~~hold~~in ~~office~~Network ~~until~~Marketing ~~the~~and ~~next~~Internet ~~annual~~Marketing. ~~meeting~~Full oftime ~~the~~in ~~stockholders, typically held on or near~~ the ~~anniversary~~MLM ~~date of inception,~~ and ~~until~~direct ~~successors~~sales ~~have~~industry ~~been~~since ~~elected and qualified~~2002. AtCharles ~~the~~is ~~present~~one ~~time,~~of ~~our~~the ~~officer~~most ~~was~~sought ~~appointed~~after bymarketing ~~our~~system ~~director~~architects ~~and~~for ~~will~~both ~~hold~~the ~~office~~affiliate ~~until~~marketing ~~resignation~~and ornetwork ~~removal~~marketing ~~from office~~industries.

~~(2)~~● ~~Stephen~~Served A.as ~~Schramka~~master ~~has~~distributor ~~outside~~of ~~interests~~international ~~and~~MLM ~~obligations~~organizations tothat ~~other~~have ~~than~~done ~~Mirador,~~multi ~~Inc.~~millions Hein ~~intends~~sales torevenue ~~spend approximately 10 to 30 hours per month on our business affairs. At the date of this prospectus, Mirador, Inc. is not engaged~~ in ~~any~~over ~~transactions,~~60 ~~either~~countries ~~directly~~with orover ~~indirectly~~35,000 ~~with~~marketing ~~any persons or organizations considered promoters~~agents. 2008-2010

~~BACKGROUND~~● OFCompensation ~~DIRECTORS,~~plan ~~EXECUTIVE~~consultant ~~OFFICERS,~~and ~~PROMOTERS~~author ~~AND~~for ~~CONTROL~~both ~~PERSONS~~MLM and affiliate industry. Direct experience in working with programing teams to design compensation system and genealogy technology.

~~Stephen~~● A.Successfully ~~Schramka,~~ran ~~CEO,~~customer ~~CFO,~~acquisition ~~President,~~campaign ~~Secretary~~of over 45,000 ~~Treasurer~~customers on monthly auto-ship. Over 200,000 ~~Director~~orders were generated from that campaign.

~~Stephen~~● A.Strong ~~Schramka~~understanding and over 7 years of direct experience in programming and designing Internet based marketing systems. ~~Age~~Powerline 56systems, CRM, Landing pages, etc.

~~1976~~● Merchant processing strategy consultant. Many direct banking and processing relationships.

~~Undergraduate~~● ~~degree~~Experienced in ~~accounting~~call center operations for international and ~~Social~~domestic. ~~Studies~~Managed ~~from~~teams ~~Cardinal~~for ~~Stritch~~inbound ~~University,~~and ~~Fox~~outbound ~~Point,~~sales WIand customer service.

~~1990~~● Professional speaker and trainer for the direct sales and MLM industry.

~~Undergraduate~~● ~~degree~~Over 6 years of experience in ~~Accounting~~Internet ~~from~~based ~~Lakeland~~lead ~~University~~generation. Specializing in home based business leads, ~~Sheboygan~~weight loss leads, WInutritional customer acquisition, and continuity rebilling.

~~1996~~● Sales and marketing copy specialist with an emphasis on legal compliance for both wellness and home business wording.

~~Certified~~● ~~Financial~~Nutritional ~~Planner~~products ~~designation~~review ~~from~~specialist, ~~the~~product ~~College~~tester, and consultant. 8 years of ~~Financial~~experience ~~Planning~~working with product formulators, ~~Denver~~manufactures, COwholesalers, and distributors.

~~2000~~● 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.

~~MBA~~Charles ~~with~~Mui’s ~~concentration~~body inof ~~Finance~~work: ~~from~~The ~~Concordia~~below ~~University,~~examples represent ~~Mequon,~~a WIportion 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:

~~Employment~~● Worked with the corporate team on compliance issues.

~~1979-1998~~● Produced 3rd party DVD’s and printed marketing materials

~~Shareholder~~● inCreated a ~~privately-held~~3rd ~~corporation~~party ~~operating~~marketing asystem. ~~chain of eight funeral homes in Wisconsin~~“powerline”

~~1998~~● 2004-~~2002~~ 2005 - Toured the country with sales trainers and leaders. Visited many corporate teams and met with hundreds of top leaders.

~~General~~● ~~Manager~~2005 – Founded FundingSuccess.org an organization that creates residual income for non-profit organizations through network marketing. I worked with ~~Service~~corporate ~~Corporation~~MLM ~~International~~management to create non-profit programs. The largest success for ~~eight~~FundingSuccess was to work with the http://thepottershouse.org/ a very large non-~~location~~profit ~~funeral~~church ~~home~~where ~~operation~~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.

~~2003~~● 2006-~~2005~~ New Vision Independent Distributor:

~~Sales~~● ~~Manager~~Top ~~for~~Earner ~~State~~ of ~~Wisconsin~~a ~~Insurance~~companywide ~~Product~~bonus ~~Sales~~offer ~~for~~by ~~Service~~the ~~Corporation International~~owner.

~~2006~~● Managed a lead co-~~2008~~op for ForteBuilder a 3rd party powerline system

~~Financial~~● ~~Advisor~~2006 at– ~~UBS~~Worked ~~Financial~~with ~~Service~~5Linx ~~Wealth~~corporate ~~Management,~~team ~~Phoenix,~~to AZcreate their nonprofit program.

~~2008~~● 2006-~~2009~~ DrinkACT

~~Financial~~● ~~Advisor~~Helped atthe ~~Merrill~~rebranding ~~Lynch~~of ~~Phoenix,~~the ~~AZ.~~company ~~Also~~from ~~currently~~M2Cglobal ~~self~~to ~~employed as an independent financial consultant working with the US Military~~DrinkACT

~~Board~~● ~~Committees~~Set up retail distribution program for the Dallas metro area

We● ~~have~~Built ~~not~~a ~~yet~~3rd ~~implemented~~party ~~any~~powerline ~~board~~system ~~committees as of the date of this prospectus except~~ for ~~the~~master ~~audit committee.~~ distributors

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

~~However,~~● inWorked nofor ~~event~~Ben ~~may~~Glinsky wefounder ~~have~~of ~~less~~the ~~than~~below ~~one director~~companies. ~~Although we anticipate appointing additional directors, we have not identified any such person or any time frame within which this may occur.~~

~~[Balance~~● ofhttp://prowealthsolutions.com/ ~~this~~landing ~~Page~~page ~~Intentionally Left Blank]~~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/

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

Summary Compensation Table
	Annual Compensation				Long-Term Compensation
Name and Principal Position	Year	Salary ($)	Bonus ($)	Other Annual Compensation ($)	Restricted Stock Awards ($)	Securities Underlying Options (#)	LTIP Payouts ($)	All Other Compensation ($)
Stephen A. Schramka		-	-	-	-	-	-	-
Officer and Director	2009	0	0	0	0	0	0	0

●

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

~~DIRECTORS'~~● ~~COMPENSATION~~www.magnet.alivebuilder.com

~~Directors~~● ~~are~~Created ~~not~~a ~~entitled~~direct toresponse ~~receive~~customer ~~compensation~~acquisition ~~for~~program ~~services rendered to us or~~ for ~~each meeting attended except for reimbursement of out-of-pocket expenses~~AliveMax. ~~There are no formal or informal arrangements or agreements to compensate directors for services provided as a director.~~

~~EMPLOYMENT~~● ~~CONTRACTS~~English ~~AND~~- ~~OFFICERS' COMPENSATION~~http://cpa.alivemaxspecial.com/?sid=32-

~~Since~~● ~~our~~French ~~incorporation~~- ~~on September 17, 2009, we have not paid any compensation to any officer, director or employee~~https://www. ~~We do not have employment agreements~~cpapark. Any future compensation to be paid will be determined by the Board of Directors, and, as appropriate, an employment agreement will be executed. We do not currently have plans to pay any compensation until such time as it maintains a positive cash flow.com/affiliate/offerViewLandingPage?AID=375&OID=2

~~STOCK~~● ~~OPTION~~German ~~PLAN AND OTHER LONG~~-~~TERM~~ ~~INCENTIVE PLAN~~https://www.cpapark.com/affiliate/offerViewLandingPage?AID=375&OID=3

We● ~~currently~~2009 do– ~~not~~MLM ~~have~~Affiliate ~~existing~~marketing ~~or proposed option or SAR grants.~~consulting

~~SECURITY~~● ~~OWNERSHIP~~Built OFmarketing ~~CERTAIN~~systems ~~BENEFICIAL~~for ~~OWNERS~~many ~~AND MANAGEMENT~~companies

~~The~~● following table sets forth certain information as of the date of this offering with respect to the beneficial ownership of our common stock by all persons known to us to be beneficial owners of more than 5% of any such outstanding classes, and by each director and executive officer, and by all officers and directors as a grouphttp://www. ~~Unless otherwise specified, the named beneficial owner has, to our knowledge, either sole or majority voting and investment power~~apogeeinvent.com/landing-page-design/

		Amount of	Percent of Class
		Beneficial	Before	After
Title Of Class Name, Title and Address of Beneficial Owner of Shares	Ownership(2) Offering	Offering (3)
Stephen A. Schramka	Common Stock	10,000,000	100%	88.9%

●

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

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

~~(1)~~● ~~The address of each executive officer and one director is c~~http:/~~o Mirador, Inc~~/www.~~420 Nellis Blvd~~mygenasante.~~, Ste~~com/corporate. ~~131, Las Vegas, NV 89110~~php?p=home

~~(2)~~● AsGenasante ~~used~~was inrun ~~this~~by ~~table,~~John ~~"beneficial~~Souza ~~ownership"~~and ~~means~~Monty ~~the~~Taylor ~~sole~~former orCEO ~~shared~~and ~~power~~CMO ~~to vote, or to direct the voting~~ of, ~~a security, or the sole or share investment power with respect to a security (i~~GeneWize.~~e., the power to dispose of, or to direct the disposition of a security).~~

~~(3)~~● ~~Assumes~~Continued ~~the~~development ~~sale~~ of ~~the~~MLM ~~maximum~~software ~~amount of this offering (1,200,000 shares of common stock). The aggregate amount of shares to be issued~~ and ~~outstanding~~affiliate ~~after the offering is 11,200,000~~technology

~~CERTAIN~~● ~~RELATIONSHIPS~~2010 ~~AND~~– ~~RELATED~~Continued ~~TRANSACTIONS~~Development of the MLM Software.

On● orBuilt ~~about~~“The ~~September~~Hemp ~~17,~~Network” ~~2009~~MLM ~~Stephen A. Schramka, our officer~~ and ~~director,~~provided ~~paid for expenses involved with~~ the incorporation of Mirador, Inc. with personal funds and performed services on behalf of Mirador, Inc., in exchange for 10,000,000 shares of common stock each, par value $0.001 per share, which issuance was exempt from the registration provisions of Section 5 of the Securities Act under Section 4(2) of such same said act.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

●

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%

Adam Businger - Vice President of Entertainment Logistics, Director

●

Introduction:

●

Adam Businger has been working in corporate management, estate management. He has years of experience in the health and nutrition industry. Developing teams and creating income has been one of the key focuses of Adam’s career up to date. He has built organizations in Evolv Health, Mannatech and several others in the course of the last 13 years. His first enrollment was in the organization Mannatech in 2001. Organization development and team building has been central to the success of Adams career and he brings these skills to the table for Megas.

~~The~~● ~~price~~Drawing offrom ~~the~~his ~~common~~extensive ~~stock~~experience ~~issued~~as toManager ~~Stephen~~at AKling Construction Mr. ~~Schramka~~Businger ~~was~~has ~~arbitrarily~~managed ~~determined~~people, resources and ~~bore~~was noin ~~relationship~~charge toof ~~any~~the ~~objective~~overall ~~criterion~~success of ~~value~~his department. AtThis ~~the~~included ~~time~~employee ofevaluations, ~~issuance~~scheduling, ~~the~~standard ~~Company~~operating ~~was~~procedures ~~recently~~and ~~formed~~monetization orof in the ~~process~~company ~~of being formed and possessed no assets~~overall.

~~Stephen~~● A.Skills ~~Schramka, the company’s sole shareholder, officer~~ and ~~director~~Specialties ~~is the only promoter of the company.~~Include:

~~REPORTS~~● TOA ~~SECURITY~~strong ~~HOLDERS~~sense of drive and loyalty for his team members

1.● ~~After~~Proven ~~this~~team ~~offering,~~building westrategies ~~will furnish shareholders with audited annual financial reports certified by independent accountants,~~ and ~~may,~~organization ~~in its discretion, furnish unaudited quarterly financial reports.~~development

2.● ~~After~~Experience ~~this offering, we will file periodic and current reports~~ with ~~the~~finance ~~Securities~~ and ~~Exchange~~accounting ~~Commission as required to maintain the fully reporting status.~~strategies

3.● ~~The~~Leadership ~~public~~skills ~~may~~in ~~read~~several ~~and~~upper ~~copy~~management any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E. Washington D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our SEC filings will also be available on the SEC's Internet site. The address of that site is: http://www.sec.govpositions

~~ITEM~~● ~~12A~~A –clear ~~DISCLOSURE~~understanding OFof ~~COMMISSION~~public ~~POSITION~~company ONpolicies ~~INDEMNIFICATION~~and ~~FOR SECURITIES ACT LIABILITIES~~strategy

~~The~~● ~~Securities~~Creative branding and ~~Exchange~~product ~~Commission’s~~development ~~Policy on Indemnification~~experience

~~Insofar~~● asAmple ~~indemnification~~understanding ~~for liabilities arising under the Securities Act~~ of ~~1933~~several ~~may~~software beplatforms ~~permitted to directors, officers, and controlling persons of the company pursuant to any provisions contained~~ in ~~its~~MLM ~~Articles of Incorporation, Bylaws, or otherwise, We have been advised that, in the opinion of the Securities~~ and ~~Exchange~~general Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by a director, officer or controlling person of in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether indemnification is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.administration

●

Networking with an extensive list of high level contacts

●

Positions and Work Experience:

●

Project Manager - Deville Development

●

Sub-contractor operations manager for a building company with an average of 8 homes being constructed.

●

Responsibilities:

●

Maintained a production schedule to meet deadlines for inspectors and completion for occupancy.

●

Documented every phase for completion.

●

Oversaw all aspects of construction, ensuring accuracy of initial blueprints to project completion.

●

Lifestyle Enhancement & Estate Manager: Evergreen/Vail CO

●

Focused on daily intent to create smiles and silently impress. Utilized as liaison for business executives and family contacts due to people skills. Rapport being major factor when negativity genuinely does not occur.

●

Responsibilities Include:

●

Managed multiple estates in executive style living.

●

Managed daily operations for in-house employees and contractor operations for multiple estates.

●

Insured completion and quality control of family/business matters. Headed total projects including an antique estate restoration, from the ground up construction of a professional covered ice hockey rink, maintenance for a fleet of vehicles, and performed support as the primary technician for hands-on problem solving with regard to auto, household and industrial maintenance in conjunction with construction operations.

●

Kling Construction - Manager

●

Kling Construction is a major infrastructure for neighborhood development. This is a heavy project oriented company with million dollars in assets. Including the development of exotic mountain homes.

●

Responsibilities:

●

Managed the employees setting schedules, writing SOPs and maintaining optimal performance for the overall company.

●

Managed on-site delivery schedule

●

Initiated daily prevention checklist for optimum machine and operator efficiency.

●

Responsible for mechanical troubleshooting, adjustment and repair utilizing micrometers, gauges, welders and hand tools.

●

Operated power driven machines to blueprint and grade stake specifications coupled with safety standards, quality control, and following time constraints.

●

Recommendation:

●

Dave Kling, Kling Construction - Adam is simply an amazing individual. The entire company was affected by his work ethics and attention to detail. His administrative savvy and ability to organize complicated tasks was a saving grace at our company. His ability to manage people and rally speak at their level is top of the line. I would recommend his management experience in a heartbeat.

~~MIRADOR,~~Family ~~INC~~Relationships. There are no family relationships among the directors and executive officers of the company.

(ACode ~~Development~~of ~~Stage~~Conduct ~~Company)~~and Ethics. We have adopted a code of business conduct and ethics that applies to our directors, officers and all employees.

None of our officers or directors have any felonies/bankruptcies or other actions of which disclosure is required.

Executive Compensation

Summary Compensation Table. The following table sets forth certain information concerning the annual compensation of our Chief Executive Officer and our other executive officers during the last two fiscal years.

(a)	(b)	(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)
Name and Principal Position	Year	Salary*		Bonus		Stock Awards		Option Awards		Non-equity incentive plan compensation		Nonqualified deferred compensation earnings		All Other Compensation		Total Compensation

Charles Mui, CEO, CFO, Pres., Treas, Sec. Dir..	2012	$	0		0		0		0		0		0		0		0
	2013		0		0		200		0		0		0		0		0

Adam Businger, VP of Entertainment Logistics, Dir.	2012		0		0		0		0		0		0		0		0
	2013		0		0		200		0		0		0		0		0

Outstanding Equity Awards at Fiscal Year End. There were no outstanding equity awards as of September 24, 2013.

Compensation of Non-Employee Directors. We currently have no non-employee directors and no compensation was paid to non-employee directors in the period ended June 6, 2014. We intend to identify qualified candidates to serve on the Board of Directors and to develop a compensation package to offer to members of the Board of Directors and its Committees.

Audit, Compensation and Nominating Committees. As noted above, we intend to apply for listing our common stock on the OTC Electronic Bulletin Board, which does not require companies to maintain audit, compensation or nominating committees. The company’s shares may never be quoted on the OTC Bulletin Board or listed on an exchange. Considering the fact that we are an early stage company, we do not maintain standing audit, compensation or nominating committees. The functions typically associated with these committees are performed by the entire Board of Directors which currently consists of one member who is not considered independent.

Family Relationships. There are no family relationships among the directors and executive officers of the company.

Code of Conduct and Ethics. We have adopted a code of business conduct and ethics that applies to our directors, officers and all employees. The code of business conduct and ethics may be obtained free of charge by writing to Megas, Inc., 1291 Galleria Dr. Suite 220, Henderson, NV 89104 Attn: Chief Financial Officer

OPTIONS

There are no options granted.

There are no annuity, pension or retirement benefits proposed to be paid to officers, directors, or employees of the corporation in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the corporation or any of its subsidiaries.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Principal Stockholders, Directors, Nominees and Executive Officers and Related Stockholder Matters

The following table sets forth, as of June 6, 2014, certain information with respect to the beneficial ownership of shares of our common stock by: (i) each person known to us to be the beneficial owner of more than five percent (5%) of our outstanding shares of common stock, (ii) each director or nominee for director of our Company, (iii) each of the executives, and (iv) our directors and executive officers as a group. Unless otherwise indicated, the address of each shareholder is c/o our company at our principal office address:

Beneficial Owner	Address	Number of Common Shares Beneficially Owned (*)		Percent of Class (**)		Number of Preferred Shares Beneficially Owned (*)		Percent of Class (***)
Adam Businger	1291 Galleria Dr Suite 220 Henderson, NV 89014		400,000		00.018		0		0
Sunset Perspective Inc****	1291 Galleria Dr Suite 220 Henderson, NV 89014		9,601,350		44.923		5,600,000		32.615
Charles Mui	1291 Galleria Dr Suite 220 Henderson, NV 89014		400,000		00.018		5,600,000		32.615
Heriberto Paredes	45 S 3RD E Rexburg, ID 83440		400,000		00.018		5,600,000		32.615
All Directors and Officers as a Group (2 persons)			10,401,350		48.666		11,200,000		65.230

(*) Beneficial ownership is determined in accordance with the rules of the SEC which generally attribute beneficial ownership

of securities to persons who possess sole or shared voting power and/or investment power with respect to those securities. Unless otherwise indicated, voting and investment power are exercised solely by the person named above or shared with members of such person’s household. This includes any shares such person has the right to acquire within 60 days.

(**) Percent of class is calculated on the basis of the number of common shares outstanding on August 6, 2014 (21,372,813) shares. The Company had 139 common shareholders as of August 6, 2014.

(***) Percent of class is calculated on the basis of the number of preferred shares outstanding on August 6, 2014 (17,170,002) shares. The Company had 10 common shareholders as of August 6, 2014.

(****) Adam Businger is the control person of Sunset Perspective, Inc.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

It is our practice and policy to comply with all applicable laws, rules and regulations regarding related person transactions, including the Sarbanes-Oxley Act of 2002. A related person is an executive officer, director or more than 5% stockholder of Megas, Inc., including any immediate family members, and any entity owned or controlled by such persons. Our Board of Directors (excluding any interested director) is charged with reviewing and approving all related-person transactions, and a special committee of our Board of Directors is established to negotiate the terms of such transactions. In considering related-person transactions, our Board of Directors takes into account all relevant available facts and circumstances.

Director Independence

Our Board of Directors has adopted the definition of “independence” as described under the Sarbanes Oxley Act of 2002 (Sarbanes-Oxley) Section 301, Rule 10A-3 under the Securities Exchange Act of 1934 (the Exchange Act) and NASDAQ Rules 4200 and 4350. Our Board of Directors has determined that its member does not meet the independence requirements.

Promoter

Integrated Creative Investment Consulting Group is a promoter of the Company and ICIC provided bookkeeping and general administrative assistance to the Company.

Promoter Compensation

ICIC has not been paid anything for services provided to the registrant as of the date of this response and there is no agreement for any future recompensation.

DESCRIPTION OF CAPITAL STOCK

	Authorized and Issued Stock Number of Shares at August 6, 2014
Title of Class	Authorized		Outstanding

Common stock, $0.001par value		100,000,000		21,372,813
Preferred stock, $0.001 par value		25,000,000		17,170,002

Common stock

Dividends. Each share of common stock is entitled to receive an equal dividend, if one is declared, which is unlikely. We have never paid dividends on our common stock and do not intend to do so in the foreseeable future. We intend to retain any future earnings to finance our growth. See Risk Factors.

Liquidation. If our company is liquidated, any assets that remain after the creditors are paid, and the owners of preferred stock receive any liquidation preferences, will be distributed to the owners of our common stock pro-rata.

Voting Rights. Each share of our common stock entitles the owner to one vote. There is no cumulative voting. A simple majority can elect all of the directors at a given meeting and the minority would not be able to elect any directors at that meeting.

Preemptive Rights. Owners of our common stock have no preemptive rights. We may sell shares of our common stock to third parties without first offering it to current stockholders.

Redemption Rights. We do not have the right to buy back shares of our common stock except in extraordinary transactions such as mergers and court approved bankruptcy reorganizations. Owners of our common stock do not ordinarily have the right to require us to buy their common stock. We do not have a sinking fund to provide assets for any buy back.

Conversion Rights. Shares of our common stock cannot be converted into any other kind of stock except in extraordinary transactions, such as mergers and court approved bankruptcy reorganizations.

SELLING STOCKHOLDERS

The following table presents information regarding the selling stockholders and the shares that may be sold by them pursuant to this prospectus. See also Security Ownership of Certain Beneficial Owners and Management. The selling shareholders in this offering are underwriters.

Name	Address	Shares		Percent of common before offering		Percent of common after offering

Excelsior Management, LLC	2808 Cowan Circle, Las Vegas, NV 89107		1,600,007		7.4		0
Statewide Secretarial Service, Inc.	2550 E. Desert Inn #224, Las Vegas, NV 89121		325,001		1.5		0
Julie Larson	620 Camino De Los Meares, Ste E #206, San Clemente, CA 92673		780,000		3.6		0
Southwest Business Services, LLC	701 N. Green Valley Pkwy., Suite 200-258, Henderson, NV 89074		100,001		0.4		0
James Portese	6371 Waterthrush Way, Las Vegas, NV 89103		5,000		0		0
Michelle R. Bowers	41190 Corte Catalunya, Temecula, CA 92592		10,000		0		0
Michael G. Smith	9402 Coral Berry St., Las Vegas, NV 89123		10,000		0		0
Steve Camara	5451 Sandhill Road, Las Vegas, NV 89120		50,000		0.2		0
Michael Stater & Sharron Stater	5760 Topaz Street, Las Vegas, NV 89120		40,000		0.2		0
Michael Strader	2796 Botticelli Drive, Henderson, NV 89052		67,000		0.3		0
KSD Enterprizes Employee Profit Sharing Plan 401k	1846 W. 11th Street, Ste C, Upland, CA 91786		106,666		0.4		0
Jackie Daugherty	33058 Diagonal Road, Hermiston, OR 97838		60,000		9.3		0
Provident Trust Group FBO Diane Pelosi IRA	8880 W. Sunset Rd., Suite 250, Las Vegas, NV 89148		43,462		9.2		0
Land Jewels, Inc.	7231 S. Eastern Ave., Ste B-111, Las Vegas, NV 89119		40,000		0.2		0
Gerald C. Alden	113 Center St., Silverton, OR 97381		38,667		0.2		0
Exclusive For All, Inc.	9030 W. Sahara Ave., #211, Las Vegas, NV 89117		40,000		0.2		0
Horizon Trust Company FBO Kaffey Washington	4801 Lang Ave., NE Albuquerque, NM 87109		24,667		0.11		0
Robert Thomas Walker	1349 21st Street, Rochester, MN 55901		40,000		0.2		0
John Hilts	1155West Huffaker Lane, Reno, NV 89511		185,000		0.7		0
Kira Basciano	34762 Camino Capistrano, Capistrano Beach, CA 92624		130,000		0.5		0
Klun Corp.	1528 Highway 395 N., # 242, Gardnerville, NV 89410		100,000		0.4		0
Robert Resnik	1356 Guiness Way, Gardnerville, NV 89410		100,000		0.4		0
Duane Allen Pugh	11039 W. Golden Spire Dr., Boise, ID 83709		100,000		0.4		0
Jeffrey D. Brown Revocable Trust	25 Carriage Hill Lane, Dover, NH 03820		100,000		0.4		0
Blue Seas Management, LLC	1528 Hiway 395 N, #244, Gardnerville, NV 89410		400,000		1.8		0
Michael Joseph Dillon	1670 Coyote Road, Gardnerville, NV 89410		400,000		1.8		0
High Sierra Management, Inc.	1528 Highway 395 N, #241, Gardnerville, NV 89410		450,000		1.9		0
K D Ventures, Inc.	9120 Double diamond Pkwy., #3967, Reno, NV 89521		400,000		1.8		0
L Bar K Investments, Inc.	711 S. Carson St., #4, Carson City, NV 89701		450,000		1.9		0
Hannah H. McFadden	1370 Branden Lane, Gardnerville, NV 89410		475,000		1.9		0
OA Ventures, LLC	PO Box 459, Bangor, CA 95914		500,000		2.3		0

Marilyn Wiley	11561 Hadwen Lane, Las Vegas, NV 89135	100,000	0.4
Marilyn Wiley C/F Jillian wiley	11561 Hadwen Lane, Las Vegas, NV 89135	5,000	0
Erica Wiley	4790 University Ave., Las Vegas, NV 89103	5,000	0
Dennis Wiley	4790 University Ave., Las Vegas, NV 89103	25,000	0.1
Setter Run, Inc.	590 Shane Creek Road, Columbus, MT 59109	730,000	3.4
C Robert Biondino Jr PC	3333 S Bannock St #330, Engelwood, CO 80108	50,000	0.2
Tina Nguyen	4078 China Elm Dr, Dallas, TX 75212	30,000	0.2
Eric Dale Mui	15966 Cabo Blanco Dr, Corpus Christi, TX 78418	25,000	0.1
Jamie Underwood	1330 Gilpin St, Denver, CO 80218	25,000	0.1
Jason Carter	11676 Grant St, Northglenn, CO 80233	10,600
F Finitey LLC	2101 Market St #304, Denver CO 80205	50,000
Annelise Temple	56395 Windermeve St, Littleton CO 80120	5,000	0
A&M Motorsports LLC	5800 Federal Blvd, Denver CO 80221	3,700	0

The ownership percentages listed in these columns include only shares beneficially owned by the listed selling stockholder. Beneficial ownership is determined in accordance with the rules of the SEC. In computing the percentage of shares beneficially owned by a selling stockholder, shares of common stock subject to options or warrants, or debt convertible into common stock held by that selling stockholder that was exercisable on or within 60 days after August 6, 2014, were deemed outstanding for the purpose of computing the percentage ownership of that selling stockholder. The ownership percentages are calculated based on the 21,372,813 shares of common stock outstanding on August 6, 2014.

PLAN OF DISTRIBUTION

By Selling Stockholders

We are registering shares of our common stock on behalf of the selling shareholders. The selling shareholders will offer and sell the shares of our common stock to which this prospectus relates for their own accounts. We will not receive any proceeds from the sale of those shares. We will pay all fees and expenses in connection with the registration of those shares. Fees and expenses of any attorneys or other advisors retained by the selling shareholders in connection with the registration will be paid by the selling shareholders.

The selling shareholders may sell some or all of their shares of our common stock registered hereby at a fixed price of $0.02 per share. Prior to those prices being quoted on the OTCBB, the selling shareholders may sell their shares of our common stock registered hereby in private transactions to other individuals. Although our common stock is not listed on a public exchange, we intend to apply for participation on the OTCBB concurrently with the filing of this registration statement. In order to be quoted on the OTCBB, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTCBB, nor can there be any assurance that such an application for quotation will be approved. However, sales by selling shareholders of their shares of our common stock registered hereby must be made at the fixed price of $0.02 until the prices of our common stock are quoted on the OTCBB.

When prices for our common stock are quoted on the OTCBB, the shares of our common stock registered hereby may be sold or distributed from time to time by the selling shareholders directly to one or more purchasers or through brokers or dealers who act solely as agents, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, which may be changed. The distribution of those shares may be effected in one or more of the following methods:

ordinary brokers transactions, which may include long or short sales;

transactions involving cross or block trades on any securities or market where our common stock is trading;

through direct sales to purchasers or sales effected through agents;

through transactions in options, swaps or other derivatives (whether exchange listed or otherwise); or

any combination of the foregoing;

In addition, the selling shareholders may enter into hedging transactions with broker-dealers who may engage in short sales, if short sales were permitted, of those shares in the course of hedging the positions they assume with the selling stockholders. The selling shareholders may also enter into option or other transactions with broker-dealers that require the delivery by such broker-dealers of those shares, which shares may be resold thereafter pursuant to this prospectus. To our best knowledge, none of the selling shareholders are broker-dealers or affiliates of broker dealers.

We will inform the selling shareholders that the anti-manipulation rules of Regulation M under the the Securities Exchange Act of 1934 may apply to sales of those shares in the market and to the activities of the selling shareholders and their affiliates. In addition, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling shareholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act of 1933. The selling shareholders may indemnify any broker-dealer that participates in transactions involving the sale of those shares against certain liabilities, including liabilities arising under the Securities Act of 1933.

Brokers, dealers, or agents participating in the distribution of those shares may receive compensation in the form of discounts, concessions or commissions from the selling shareholders and/or the purchasers of shares for whom such broker-dealers may act as agent or to whom they may sell as principal, or both (which compensation as to a particular broker-dealer may be in excess of customary commissions). Neither the selling shareholders nor we can presently estimate the amount of such compensation. We know of no existing arrangements among the selling shareholders and any other shareholder, broker, dealer or agent relating to the sale or distribution of those shares.

Our affiliates and/or promoters, if any, who are offering their shares of our common stock for sale and any broker-dealers who act in connection with the sale of the shares of our common stock hereunder will be deemed to be “underwriters” of this offering within the meaning of the Securities Act of 1933, and any commissions they receive and proceeds of any sale of the shares may be deemed to be underwriting discounts and commissions under the Securities Act of 1933.

The selling shareholders and any purchasers of our common stock should be aware that any market that develops for our common stock will be subject to “penny stock” rules.

Insofar as indemnification for liabilities occurring pursuant to the Securities Act of 1933 may be permitted to our directors, officers, and controlling persons, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and, therefore, unenforceable.

If any of the selling shareholders enter into an agreement after the effectiveness of the registration statement of which this prospectus is a part to sell all or a portion of his or her shares of our common stock registered hereby to a broker-dealer as principal and that broker-dealer acts as underwriter, we will file a post-effective amendment to this registration statement identifying that broker-dealer, providing the required information regarding the plan of distribution, revising disclosures in that registration statement, as required, and filing a copy of that agreement as an exhibit to that registration statement.

Penny Stock Rules

SEC Rule 15g-9 establishes the definition of a “penny stock,” for purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to a limited number of exceptions. It is probable that our common stock will be considered to be a penny stock for the immediate foreseeable future. For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker-dealer approve a person’s account for transactions in penny stocks and the broker-dealer receive from that person, a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker-dealer must obtain financial information, investment experience, and objectives of that person and make a reasonable determination that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluation the risks of transactions in penny stocks.

The broker-dealer must, also, deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight form, sets forth the basis on which the broker-dealer made the suitability determination and that the broker-dealer received a signed, written agreement from the investor prior to the transaction.

Disclosure also has to be made about the risks of investing in penny stocks in, both, public offerings and in secondary trading and commissions payable to, both, the broker-dealer and the registered representative, current quotations for the securities, and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stocks held in the account and information on the limited market in penny stocks. The above requirements may create a lack of liquidity, making trading difficult or impossible and, accordingly, shareholders may find it difficult to dispose of our common stock.

State Securities-Blue Sky Laws

There is no public market for our common stock, and there can be no assurance that any such market will develop in the foreseeable future. Transfers of our common stock may, also, be restricted under the securities laws promulgated by various states and foreign jurisdictions, commonly referred to as “Blue Sky” laws. Absent compliance with such laws, our common stock may not be traded in such jurisdictions. Because our common stock registered hereunder has not been registered for resale under the “Blue Sky” laws of any state, the holders of our common stock and persons who desire to purchase our common stock in any trading market that might develop in the future, should be aware that there may be significant state “Blue Sky” law restrictions regarding the ability of investors to sell our common stock and of purchasers to purchase our common stock. Accordingly, investors may not be able to liquidate our common stock and should be prepared to hold our common stock for an indefinite period of time.

The selling shareholders may contact us directly to ascertain procedures necessary for compliance with Blue Sky laws in the applicable states relating to sellers and purchasers of our common stock.

We intend to apply for listing in a nationally recognized securities manual, which, once published, will provide us with “manual” exemptions in 33 states as indicated in CCH Blue Sky Law Desk Reference at Section 6301 entitled “Standard Manuals Exemptions.”

Thirty-three states have what is commonly referred to as a “manual exemption” for secondary trading of securities such as those to be resold by selling stockholders under this registration statement. In these states, if we obtain and maintain an acceptable manual exemption, secondary trading of our common stock can occur without filing, review or approval by state regulatory authorities in these states. These states are Alaska, Arizona, Arkansas, Colorado, Connecticut, District of Columbia, Florida, Hawaii, Idaho, Indiana, Iowa, Kansas, Maine, Maryland, Massachusetts, Michigan, Mississippi, Missouri, Nebraska, New Jersey, New Mexico, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Rhode Island, South Carolina, Texas, Utah, Washington, West Virginia and Wyoming. We cannot secure this listing until after the registration statement of which this prospectus is a part is declared effective. When we secure this listing, secondary trading of our common stock can occur in these states without further action.

We currently do not intend to and may not be able to qualify our common stock for resale in other states which require our common stock to be qualified before such common stock can be resold by our shareholders.

Limitations Imposed By Regulation M

Pursuant to applicable rules and regulations under the Securities Exchange Act of 1934, any person engaged in the distribution of our common stock may not simultaneously engage in market making activities with respect to our common stock for a period of two business days prior to the commencement of any such distribution. In addition, and without limiting the foregoing, each selling stockholder will be subject to applicable provisions of the Securities Exchange Act of 1934 and the associated rules and regulations thereunder, including, without limitation, Regulation M, which provisions may limit the timing of purchases and sales of shares of our common stock by the selling stockholders. We will make copies of this prospectus available to the selling stockholders and inform them of the requirement regarding delivery of copies of this prospectus to purchasers at or prior to the time of any sale of the shares offered hereby. We assume no obligation to deliver copies of this prospectus or any related prospectus supplement.

Financial Statements

~~For~~a) Audited ~~the~~financial ~~Inception~~statement to ~~Period~~June ~~of September 17~~30, ~~2009~~2013 toand ~~October 15, 2009~~2012.

~~F-1~~Megas, Inc.

MIRADOR, INC

(A Development Stage Company)

~~Financial~~FINANCIAL ~~Statements~~STATEMENTS

~~October 15, 2009~~F-1

~~CONTENTS~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

		Page(s)
Report of Independent Registered Public Accounting Firm		F-3
Balance Sheets as of October 15, 2009		F-4
Statements of Operations for the inception period of September 17, 2009 to October 15, 2009		F-5
Statement of Changes in Stockholders' Equity cumulative from (inception) to October 15, 2009		F-6
Statements of Cash Flows for the inception period of September 17, 2009 to October 15, 2009		F-7
Notes to the Financial Statements		F-8

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

F-2

~~Report~~Megas, ~~of Independent Registered Public Accounting Firm~~Inc.

To(f.k.a ~~the~~Mirador, ~~Board of Directors of~~Inc.)

Mirador, Inc.

(A Development Stage Company)

~~Las~~Consolidated ~~Vegas,~~Balance ~~Nevada~~Sheets

We have audited the accompanying balance sheet of Mirador, Inc. as of October 15, 2009 and the related statement of operations, stockholders' equity (deficit), and cash flows for the inception period of September 17, 2009 to October 15, 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

	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		$	-

WeSee ~~conducted~~accompanying ~~our~~notes ~~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~~consolidated ~~reasonable assurance about whether the~~ financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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, the financial statements referred to above present fairly, in all material respects, the financial position of Mirador, Inc. (A Development Stage Company) as of October 15, 2009, and the results of their operations and their cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.

We were not engaged to examine management's assessment of the effectiveness of Mirador, Inc.’s internal control over financial reporting as of October 15, 2009, and accordingly, we do not express an opinion thereon.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note B to the consolidated financial statements, the Company has experienced negative cash flows from operations, which raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to those matters are also described in Note B to the financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

/s/ Sam Kan & Company

Sam Kan & Company,

December 17, 2009

Alameda, California

F-3

MIRADOR, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
OCTOBER 15, 2009
ASSETS
Current Assets
	Cash and Cash Equivalents	$	2,200
	Accounts Receivable - Trade		-
Total Current Assets			2,200
Other Assets
	Organization Costs		300
Total Other Assets			300
Total Assets		$	2,500
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
	Loans From Shareholders	$	100
Total Current Liabilities			100
Stockholders' Equity (Note B)
	Common stock, par value $.001;
	75,000,000 shares authorized;
	10,000,000 shares issued and outstanding		10,000
	Additional Paid in Capital		-
	Retained Earnings (Accumulated Deficit)		(7,600)
Total Stockholders' Equity			2,400
Total Liabilities and Stockholders' Equity		$	2,500

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

F-4

~~MIRADOR~~Megas, ~~INC~~Inc. ~~(A DEVELOPMENT STAGE COMPANY) STATEMENT OF OPERATIONS FOR THE INCEPTION PERIOD OF SEPTEMBER 17, 2009 TO OCTOBER 15, 2009~~

Income
	Revenues	$	-
Total Cost of Sales			-
Gross Margin			-
General and Administrative Expenses
	Administrative Fees		4,600
	Legal and Professional Fees		3,000
Total Expenses			7,600
Net Income (Loss)		$	(7,600)
Per Share Information:
Net Income (Loss) per share - 10,000,000 shares issued		$	(0.001)
Basic weighted average number
	common stock shares outstanding		10,000,000
Diluted weighted average number
	common stock shares outstanding		10,000,000

(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

F-5

~~MIRADOR~~Megas, ~~INC~~Inc. ~~(A DEVELOPMENT STAGE COMPANY) STATEMENT OF CASH FLOWS FOR THE INCEPTION PERIOD OF SEPTEMBER 17, 2009 TO OCTOBER 15, 2009~~

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (Loss)				$	(7,600)
Adjustments to reconcile net income to net cash provided
	by operating activities
		Depreciation			-
		Amortization			-
		(Increase) decrease in:
		Accounts Receivable			-
		Increase (decrease) in:
		Accounts Payable			-
		Accrued Payroll Taxes			-
		Net Cash Provided (Used) By Operating Activities			(7,600)
CASH FLOWS FROM INVESTING ACTIVITIES
	Organization Costs				(300)
		Net Cash (Used) By Investing Activities			(300)
CASH FLOWS FROM FINANCING ACTIVITIES
	Loans From Shareholders				100
	Common Stock Issuances				10,000
		Net Cash (Used) By Financing Activities			10,100
			NET INCREASE (DECREASE) IN CASH		2,200
CASH AT BEGINNING OF PERIOD					-
CASH AT END OF PERIOD				$	2,200

(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

F-6

MIRADOR, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
ACCUMULATED FOR THE PERIOD FROM DATE OF INCEPTION
ON SEPTEMBER 17, 2009
(Expressed in US Dollars)
Capital Stock Issued	Number of Common Shares	Par Value	Additional Paid In Capital	Deficit Accumulated	Total Stockholders' Equity (Deficit)
- September 17, 2009 Stock issued for Cash	10,000,000	0.001	-	-	10,000
Net Loss for the period from September 17, 2009 to October 15, 2009	-	-	-	(7,600)	(7,600)
Balance as of October 15, 2009	10,000,000		-	(7,600)	2,400

MEGAS, INC.

~~F-7~~(A Development Stage Enterprise)

~~MIRADOR,~~Notes ~~INC.~~to (AConsolidated ~~Development~~Financial ~~Stage Company)~~Statements

~~NOTES~~For TOthe ~~FINANCIAL~~Years ~~STATEMENTS~~Ended June 30, 2013 and 2012

~~FOR~~NOTE ~~THE~~1: ~~INCEPTION~~BASIS ~~PERIOD~~ OF ~~SEPTEMBER 17, 2009~~PRESENTATION

TOThe ~~OCTOBER~~accompanying 15interim unaudited financial statements of Megas, ~~2009~~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.

~~NOTE~~The Aconsolidated –financial ~~SUMMARY~~statements OFinclude the ~~SIGNIFICANT~~accounts ~~ACCOUNTING~~of ~~POLICIES~~Megas, Inc., Sexy Population, LLC, XS Modeling, LLC and AfterParty Live Inc. All significant intercompany balances and transactions have been eliminated in consolidation.

ANOTE ~~summary~~2: ofSIGNIFICANT ~~significant~~ACCOUNTING accounting policies of Mirador, Inc. (A Development Stage Company) (the Company) is presented to assist in understanding the Company’s financial statements. The accounting policies presented in these footnotes conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the accompanying financial statements. These financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity. The Company has not realized revenues from its planned principal business purpose and is considered to be in its development state in accordance with SFAS 7, “Accounting and Reporting by Development State Enterprises.”POLICIES

Organization, Nature of Business and Trade Name

Mirador, Inc. (the Company) was incorporated in the State of Nevada on September 17, 2009. Mirador, Inc. is a development stage company with the principal business objective of consummating an acquisition or merger. The Company has been in the developmental stage since inception and has no operating history other than organizational matters.

The primary activity of the Company currently involves seeking companies to merge or acquire. The Company has not selected any companies as acquisition targets and does not intend to limit potential candidates to particular location. The Company’s plans are in the conceptual stage only.

Basis of Presentation

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that effect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that (1) recorded transactions are valid; (2) all valid transactions are recorded and (3) transactions are recorded in the period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the company for the respective periods being presented.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with maturity of three months or less to be cash equivalents.

Revenue and Cost Recognition

The Company has been in the developmental stage since inception and has no operations to date. The Company currently does not have a means for generating revenue. Revenue and Cost Recognition procedures will be implemented based on the type of properties required and sale contract specifications.

Advertising

Advertising expenses related to specific jobs are allocated and classified as costs of goods sold. Advertising expenses not related to specific jobs are recorded as general and administrative expenses.

Use of Estimates

The preparation of financial statements , in ~~accounting~~conformity ~~principles~~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, ~~and~~ liabilities, ~~and~~disclosures ~~disclosure~~ of contingent assets and liabilities atas of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. ~~A change in managements’ estimates or assumptions could have a material impact on Mirador, Inc.’s financial condition and results of operations during the period in which such changes occurred.~~ Actual results could differ from ~~those~~these estimates. Mirador, Inc.’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.

~~F-8~~Cash Equivalents

~~MIRADOR,~~The ~~INC.~~Company (Aconsiders ~~Development~~all ~~Stage~~highly ~~Company)~~liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

NOTES TO FINANCIAL STATEMENTS

FOR THE INCEPTION PERIOD OF SEPTEMBER 17, 2009

TO OCTOBER 15, 2009

NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Capital Stock

The Company has authorized Seventy Five Million (75,000,000) shares of common stock with a par value of $0.001. Currently, Ten Million (10,000,000) shares of common stock have been issued.

Income Taxes

The Company ~~recognizes~~accounts for income taxes under the asset and liability method, where deferred tax ~~effects~~assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of ~~transactions~~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 ~~year~~years in which those ~~such~~temporary ~~transactions~~differences ~~enter~~are ~~into~~expected to be recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the ~~determination~~amount ofexpected ~~net~~to ~~income~~be realized. At June 30, ~~regardless~~2013, ofthere ~~when~~were ~~reported~~no ~~for~~uncertain tax ~~purposes~~positions that require accrual.

~~Cost~~Net ofLoss ~~Goods~~Per ~~Sold~~Share

~~Since~~Basic ~~the~~loss ~~Company~~per share is ~~still~~computed inby ~~the~~dividing net ~~development~~income, ~~state~~or ~~formal application of certain procedures have not been implemented. Generally~~loss, ~~job~~by ~~costs~~the ~~include~~weighted ~~purchase~~average ~~price~~number of ~~properties~~shares asof ~~well~~common asstock ~~all~~outstanding ~~direct~~for ~~materials,~~the ~~and~~period. ~~labor~~Diluted ~~costs~~earnings ~~and~~(loss) per ~~those~~share ~~indirect~~is ~~costs~~computed ~~related~~by todividing ~~development~~net ~~and~~income, ~~maintenance~~or ofloss, by the ~~property~~weighted ~~prior~~average tonumber ~~sale.~~of ~~Selling,~~shares ~~general~~of ~~and~~common ~~administrative~~stock ~~costs~~outstanding ~~are~~for the ~~charged to expense as incurred~~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.

F-7

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

~~In May~~ From ~~2009,~~time ~~the~~to ~~FASB issued FAS 1 65~~ time, ~~“ Subsequent~~new ~~Events ” . This pronouncement establishes standards for~~ accounting ~~for and disclosing subsequent events~~pronouncements ~~( events~~are ~~which~~issued ~~occur~~by ~~after~~ the ~~balance~~Financial ~~sheet~~Accounting ~~date~~Standards ~~but~~Board ~~before~~("FASB") ~~financial statements are issued~~ or ~~are~~other ~~available~~standard tosetting bebodies ~~issued).~~that ~~FAS~~are ~~165~~adopted ~~requires~~by the ~~and~~Company ~~entity~~as toof ~~disclose~~ the ~~date~~specified ~~subsequent~~effective ~~events~~date. ~~were~~Unless ~~evaluated~~otherwise ~~and~~discussed, ~~whether~~we believe that ~~evaluation took place on~~ the ~~date~~impact ~~financial~~of ~~statements~~recently ~~were~~ issued orstandards that ~~were~~are ~~available~~not toyet ~~be issued. It is~~ effective ~~for~~will ~~interim and annual periods ending after June 15, 2009. The adoption of FAS 1 65 did~~ not have a material impact on ~~the~~ ~~Company’s~~ our financial ~~condition~~position or results of ~~operation~~operations upon adoption.

~~In June 200 9 ,~~NOTE the FASB issued FAS 1 66 , “ Accounting for Transfers of Financial Assets ” an amendment of FAS 140. FAS 140 is intended to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets3: ~~the~~GOING effects of a transfer on its financial position, financial performance , and cash flows: and a transferor’s continuing involvement, if any, in transferred financial assets. This statement must be applied as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009. The Company does not expect the adoption of FAS 1 66 to have an impact on the Company’s results of operations, financial condition or cash flows. CONCERN

~~In June 200 9 ,~~The ~~the~~accompanying ~~FASB~~financial ~~issued~~statements ~~FAS~~have ~~1 67 ,~~been “prepared assuming ~~Amendments~~that tothe ~~FASB~~Company ~~Interpretation~~will ~~No.~~continue ~~46(R) ” .~~as ~~FAS~~a ~~167~~going isconcern, ~~intended~~which tocontemplates ~~(1) address~~ the ~~effects~~recoverability ~~on certain provisions~~ of ~~FASB~~assets ~~Interpretation~~and ~~No.~~the 46satisfaction ~~(revised December 2003), Consolidation~~ of ~~Variable~~liabilities in ~~Interest~~the ~~Entities,~~normal ascourse ~~a result~~ of ~~the~~business. ~~elimination~~As ofnoted above, the ~~qualifying~~Company ~~special-purpose~~is ~~entity~~in ~~concept~~the indevelopment ~~FAS~~stage ~~166~~and, ~~and~~accordingly, ~~(2)~~has ~~constituent~~not ~~concerns~~yet ~~about~~generated revenues ~~the~~from ~~application~~operations. ofSince ~~certain~~its ~~key~~inception, ~~provisions~~the ofCompany ~~Interpretation~~has ~~46(R),~~been ~~including~~engaged ~~those~~substantially in ~~which~~financing ~~the~~activities ~~accounting~~ and ~~disclosures~~developing its ~~under~~business ~~the~~plan ~~Interpretation~~and doincurring ~~not~~start ~~always~~up ~~provided~~costs ~~timely~~ and ~~useful~~expenses. ~~information~~As ~~about~~a anresult, ~~enterprise’s~~the ~~involvement~~Company inincurred aaccumulated ~~variable~~net ~~interest~~losses ~~entity.~~from ~~This~~Inception (September ~~statement~~19, ~~must~~2009) bethrough ~~applied as of~~ the ~~beginning of each reporting entity’s first annual reporting~~ period ~~that~~ended ~~begins~~June ~~after~~30, ~~November~~2013 ~~15,~~of ~~2009~~($17,486,586). ~~The~~In ~~Company~~addition, ~~does not expect~~ the ~~adoption~~Company’s ~~of FAS~~development 1activities 67since toinception have an been ~~impact~~financially onsustained ~~the~~through ~~Company’s~~debt ~~results~~and ofequity ~~operations, financial condition or cash flows~~financing.

~~In June 200 9 , the FASB issued FAS 1 68 , “~~ The ~~FASB~~ability ~~Accounting Standards Codification and the Hierarchy~~ of ~~Generally Accepted Accounting Principles ” . FAS 168 will become~~ the ~~source~~Company ofto ~~authoritative~~continue ~~U.S.~~as ~~generally~~a ~~accepted~~going ~~accounting~~concern ~~principles~~is dependent ~~(GAAP)~~upon ~~recognized~~its byability ~~the FASB~~ to beraise ~~applied~~additional bycapital ~~nongovernmental~~from ~~entities.~~the ~~Rules~~sale ~~and interpretive releases~~ of ~~the~~common ~~Securities~~stock and, ~~Exchange~~ultimately, ~~Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On~~ the ~~effective~~achievement ~~date~~ of ~~this~~significant operating ~~Statement, the Codification will supersede all then-existing non-SEC accounting and reporting standards~~revenues. ~~All~~These ~~other nongrandfathered non-SEC accounting literature not included in the Codification will become nonauthoritative. This statement is effective for~~ financial statements ~~issued~~do ~~for~~not ~~interim~~include ~~and~~any ~~annual~~adjustments ~~periods~~relating ~~ending~~to ~~after September 15, 2009.The Company does not expect~~ the ~~adoption~~recoverability ~~of FAS~~and 1classification 68of torecorded ~~have~~asset an amounts, ~~impact~~or onamounts ~~the~~and ~~Company’s~~classification ~~results~~ of ~~operations,~~liabilities ~~financial~~that ~~condition~~might orresult ~~cash~~from ~~flows~~this uncertainty.

~~Other~~NOTE ~~accounting~~4: ~~standards~~STOCKHOLDERS’ ~~that~~EQUITY: COMMON ~~have~~AND ~~been~~PREFERRED issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date and are not expected to have a material impact on the financial statements upon adoption.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.

F-8

Preferred Series A stock has a par value of $.001 and each share is convertible into ten shares of common stock at the option of the shareholder with the boards consent.

Preferred Series B stock has a par value of $.001 and each is convertible into 4 shares of common stock at the option of the shareholder with the boards consent.

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.

F-9

~~MIRADOR~~MEGAS, INC. ~~(A Development Stage Company)~~

~~NOTES~~(A TODevelopment ~~FINANCIAL~~Stage ~~STATEMENTS~~Enterprise)

~~FOR~~Notes ~~THE~~to ~~INCEPTION~~Consolidated ~~PERIOD~~Financial ~~OF SEPTEMBER 17, 2009~~Statements

TOFor ~~OCTOBER~~the 15Years Ended June 30, ~~2009~~2013 and 2012

NOTE B6 – ~~GOING~~INCOME ~~CONCERN~~TAXES

~~Under~~As ~~the~~of ~~going~~June ~~concern~~30, ~~assumption~~2013, anthe ~~entity~~Company ishad ~~ordinarily~~net operating ~~viewed~~loss ascarry ~~continuing~~forwards inof ~~business~~approximately ~~for~~$17,486,586 ~~the~~that ~~foreseeable~~may ~~future~~be ~~with~~available ~~neither~~to ~~the~~reduce ~~intention~~future ~~nor~~years’ ~~the~~taxable ~~necessity~~income ofin varying ~~liquidation,~~amounts ~~ceasing~~through ~~trading,~~2031. orFuture ~~seeking~~tax ~~protection~~benefits ~~from~~which ~~creditors~~may ~~pursuant~~arise toas ~~laws~~a orresult ~~regulations.~~of ~~Accordingly,~~these ~~assets~~losses ~~and~~have ~~liabilities~~not ~~are~~been ~~recorded~~recognized onin ~~the~~these financial ~~basis~~statements, ~~that~~as ~~the~~their ~~entity~~realization ~~will~~is bedetermined ~~able~~not likely to ~~realize~~occur ~~its~~and ~~assets~~accordingly, ~~and~~the ~~discharge~~Company ~~its~~has ~~liabilities~~recorded ina valuation allowance for the ~~normal~~deferred ~~course~~tax ofasset ~~business~~relating to these tax loss carry-forwards.

~~Management~~The ~~expects~~provision ~~to seek potential business opportunities~~ for ~~merger~~Federal orincome ~~acquisition~~tax ofconsists ~~existing companies. Currently the Company has yet to locate any merger~~ of acquisition candidates. Management is not currently limiting their search for merger or acquisition candidates to any industry or locations. Management, while not especially experienced in matters relating to public company management, will rely upon their own efforts and, to a much lesser extent, the ~~efforts of the Company’s shareholders, in accomplishing the business purposes of the Company.~~following:

NOTE C – INCOME TAXES

	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 ~~Company~~cumulative ~~accounts for income taxes using the liability method; under which deferred~~ tax ~~liabilities~~effect ~~and~~at ~~assets are determined based on~~ the ~~difference~~expected ~~between~~rate ~~the~~of ~~financial~~34% ~~statement carrying amounts and the tax basis~~ of ~~assets~~significant items ~~and~~comprising ~~liabilities~~our ~~using~~net ~~enacted~~deferred tax ~~rates~~amount inis ~~effect~~as ~~in the years in which the differences are expected to reverse.~~ follows:

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.

	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	$	-

~~Deferred~~Due ~~taxes~~to ~~will~~the bechange ~~provided~~in onownership aprovisions ~~liability~~of ~~method~~the ~~whereby~~Tax ~~deferred~~Reform Act ~~tax~~of ~~assets~~1986, ~~are~~net ~~recognized for deductible temporary differences and~~ operating loss ~~and tax credit~~ carry- forwards ~~and~~of ~~deferred~~approximately ~~tax~~$17,486,598 ~~liabilities are recognized~~ for ~~taxable~~Federal ~~temporary~~income ~~differences.~~tax ~~Temporary~~reporting ~~differences~~purposes are ~~the~~subject to ~~differences~~annual ~~between reported amounts of assets and liabilities and their tax basis~~limitations. ~~Deferred~~Should ~~tax assets are reduced by~~ a ~~valuation~~change ~~allowance when,~~ in ~~the~~ownership ~~opinion~~occur ofnet ~~management,~~operating itloss iscarry ~~more~~forwards ~~likely~~may ~~than not that some portion or all of the deferred tax assets will not~~ be ~~realized.~~limited ~~Deferred~~as ~~tax~~to ~~assets~~use ~~and liabilities are adjusted for the effect of changes~~ in ~~tax laws and rates on the date of enactment~~future years.

~~Due~~NOTE to7: ~~the~~SUBSEQUENT inherent uncertainty in forecasts and future events and operating results, the Company has provided for a valuation allowance in an amount equal to gross deferred tax assets resulting in no net deferred tax assets or liabilities for the periods audited.EVENT

~~NOTE~~The DCompany –has ~~NET~~evaluated ~~LOSS~~subsequent ~~PER~~events from ~~COMMON~~the ~~SHARE~~balance sheet through the date of this filing, and determined there are no events to disclose.

Net loss per share is calculated in accordance with SFAS No. 128, “Earnings Per Share.” The weighted –average number of common shares outstanding during each period is used to compute basic loss per share. Basic net loss per common share is based on the weighted-average number of share of common stock of Ten Million (10,000,000) shares.

This figure was calculated from the total number of days the stock has been issued (28) divided by the total number of days in the development period (28) ending October 15, 2009 multiplied by the total number of shares issued Ten Million (10,000,000).

F-10

~~PART~~DISCLOSURE ~~II:~~OF ~~INFORMATION~~COMMISSION ~~NOT~~POSITION ~~REQUIRED~~ON INDEMNIFICATION INFOR ~~PROSPECTUS~~SECURITIES ACT LIABILITIES

~~ITEM~~Pursuant 13to -Section 317 ~~OTHER~~of ~~EXPENSES~~the OFCalifornia ~~ISSUANCE~~Corporations ~~AND~~Code, ~~DISTRIBUTION~~we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his or her position, if he or she acted in good faith and in a manner he or she reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he or she is to be indemnified, we must indemnify the officer or director against all expenses incurred, including attorney’s fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, then only by a court order.

~~The~~Insofar ~~following~~as ~~table~~indemnification for ~~sets~~liabilities ~~forth~~arising under the ~~costs~~Securities ~~and~~Act ~~expenses~~of ~~payable~~1933 bymay ~~MIRADOR~~be inpermitted ~~connection~~to ~~with~~ the ~~sale~~directors, ofofficers, ~~the~~and ~~common~~controlling ~~stock~~persons ~~being~~of the ~~registered.~~registrant ~~MIRADOR~~pursuant ~~has~~to ~~agreed~~the toforegoing ~~pay~~provisions, ~~all~~or ~~costs~~otherwise, ~~and~~the ~~expenses~~registrant inhas ~~connection~~been ~~with~~advised ~~this~~that ~~offering~~in the opinion of ~~common~~the ~~stock.~~Commission such ~~The~~indemnification ~~estimated~~is ~~expenses~~against ofpublic ~~issuance~~policy ~~and~~as ~~distribution,~~expressed ~~assuming~~in the ~~proceeds~~Securities ~~are~~Act ~~raised~~and is, ~~are~~therefore, ~~set forth below~~unenforceable.

Legal and Professional Fees	$	1500.00
Accounting Fees	$	1500.00
SEC Filing Fees		0.33
Total	$	3000.33

In the event that a claim for indemnification against such liabilities (other than the payment by the small business issuer of expenses incurred or paid by a directors, officers or controlling person of the small business issuer in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

~~ITEM~~LEGAL ~~14 - INDEMNIFICATION OF DIRECTORS AND OFFICERS~~OPINION

~~Mirador,~~The ~~Inc.’s~~validity ~~Articles~~ of ~~Incorporation and Bylaws provide for~~ the shares ~~indemnification~~offered ofhereby ahas ~~present~~been orpassed ~~former~~upon ~~director~~for orus officer. MIRADOR indemnifies any director, officer, employee or agent who is successful on the merits or otherwise in defense on any action or suit. Such indemnification shall include, but not necessarily be limited to, expenses, including attorney's fees actually or reasonably incurred by ~~him.~~Harold ~~Nevada law also provides for discretionary indemnification for each person who serves as or at our request as an officer or director~~P. ~~We may indemnify such individual against all costs~~Gewerter, ~~expenses and liabilities incurred in a threatened, pending or completed action, suit or proceeding brought because such individual is a director or officer~~Esq. Such individual must have conducted himself in good faith and reasonably believed that his conduct was in, or not opposed to, our best interests. In a criminal action, he must not have had a reasonable cause to believe his conduct was unlawful.

~~NEVADA LAW~~EXPERTS

~~Pursuant~~The toconsolidated ~~the~~financial statements ~~provisions~~included ofin ~~Nevada~~this ~~Revised~~prospectus ~~Statutes~~audited ~~78.751, we shall indemnify any director, officer~~ and ~~employee~~prepared asby ~~follows:~~KLJ ~~Every~~& ~~director~~Associates, ~~officer,~~LLP oran ~~employee~~independent ofregistered ~~Mirador,~~public ~~Inc. shall be indemnified by us against all expenses and liabilities~~accounting firm, ~~including counsel fees, reasonably incurred by or imposed upon him/her in connection with any proceeding~~ to ~~which~~the ~~he/she~~extent ~~may~~and befor ~~made~~the aperiods ~~party,~~set orforth in ~~which~~their ~~he/she~~report ~~may~~appearing ~~become~~elsewhere ~~involved,~~herein byand reason of being or having been our director, officer, employee or agent. or is or was serving at our request as our director, officer, employee or agent, partnership, joint venture, trust or enterprise, or any settlement thereof, whether or not he/she is a director, officer, employee or agent at the time such expenses are ~~incurred,~~included ~~except~~ in reliance upon such ~~cases~~report ~~wherein~~given ~~the~~upon ~~director, officer, employee or agent is adjudged guilty of willful misfeasance or malfeasance in~~ the ~~performance~~authority of ~~his/her~~said ~~duties;~~firm ~~provided~~as ~~that~~experts in ~~the~~auditing ~~event of a settlement the indemnification herein shall apply only when the Board of Directors approves such settlement~~ and ~~reimbursement as being for our best interests~~accounting. We shall provide to any person who is or was a director, officer, employee or agent of the Corporation or is or was serving at our request as a director, officer, employee or agent of the corporation, partnership, joint venture, trust or enterprise, the indemnity against expenses of a suit, litigation or other proceedings which is specifically permissible under applicable law.

~~ITEM~~INTERESTS 15OF -NAMED ~~RECENT~~EXPERTS ~~SALES~~AND ~~OF UNREGISTERED SECURITIES~~COUNSEL

~~During~~No ~~the~~experts ~~past~~or ~~three~~counsel to ~~years,~~the wecompany have ~~issued~~any ~~the~~shares ~~following~~or ~~unregistered~~other ~~securities~~interests in ~~private~~Megas, ~~transactions without registering the securities under the Securities Act:~~Inc.

OnLEGAL September 17, 2009, Stephen A. Schramka, our officer and director, paid for expenses involved with the incorporation of the Company with personal funds on behalf of the Company and provided services, in exchange for 10,000,000 shares of common stock of the Company, each, par value $0.001 per share.PROCEEDINGS

AtThe ~~the~~issuer ~~time of the issuance, Stephen A. Schramka was in possession of all available material information about us, as he~~ is ~~the~~not ~~only~~party ~~officer and director. On the basis of these facts, Mirador, Inc. claims that the issuance of stock~~ to ~~its~~any ~~founding~~pending ~~shareholder~~material legal ~~qualifies for the exemption from registration contained in Section 4(2) of the Securities Act of 1933~~proceedings. ~~We believe that the exemption from registration for these sales under Section 4(2) was available because:~~

·ADDITIONAL INFORMATION

~~Stephen~~We Awill be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and will file reports, proxy statements and other information with the SEC. ~~Schramka~~These isreports, ~~our~~proxy ~~executive~~statements ~~officer~~and other information may be inspected and ~~thus~~copied ~~had~~at ~~fair~~the ~~access~~public toreference facilities ~~all~~maintained ~~material~~by the SEC at 100 F Street, N.E., Washington, D.C. 20549 and at the SEC’s regional offices located at the Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and 233 Broadway, New York, New York 10279. You can obtain copies of these materials from the Public Reference Section of the SEC upon payment of fees prescribed by the SEC. You may obtain information ~~about~~on usthe ~~before~~operation ~~investing;~~of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC’s Web site contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of that site is http://www.sec.gov.

·We have filed a Registration Statement on Form S-1 with the SEC under the Securities Act of 1933, as amended, with respect to the securities offered in this prospectus. This prospectus, which is filed as part of a Registration Statement, does not contain all of the information set forth in the Registration Statement, some portions of which have been omitted in accordance with the SEC’s rules and regulations. Statements made in this prospectus as to the contents of any contract, agreement or other document referred to in this prospectus are not necessarily complete and are qualified in their entirety by reference to each such contract, agreement or other document which is filed as an exhibit to the Registration Statement. The Registration Statement may be inspected without charge at the public reference facilities maintained by the SEC, and copies of such materials can be obtained from the Public Reference Section of the SEC at prescribed rates.

~~There was no general advertising or solicitation; and~~35

·Dealer Prospectus Delivery Obligation

~~The~~Until ~~shares~~___________ ~~bear~~, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a ~~restrictive~~prospectus. ~~transfer~~This ~~legend~~is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

·36

~~All~~PART ~~shares~~II ~~issued~~— toINFORMATION ~~Stephen~~NOT A.REQUIRED IN ~~Schramka.~~ PROSPECTUS

~~II-1~~Item 13. Other Expenses of Issuance and Distribution

·The following table sets forth the expenses expected to be incurred in connection with the issuance and distribution of the securities being registered (also included in the Use of Proceeds table).

The price of the common stock issued to Stephen A. Schramka was arbitrarily determined and bore no relationship to any objective criterion of value. At the time of issuance, we were recently formed or in the process of being formed and possessed no assets.

SEC Registration	$	45
Legal Fees and Expenses*		10,000
Accounting Fees*		10,000
Miscellaneous*		200
Total	$	20,245

~~ITEM~~* ~~16 - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES~~Estimated

~~INDEX~~The OFIssuer ~~EXHIBITS~~will pay all fees and expenses associated with this offering with the Selling Shareholders paying none of the expenses.

Exhibit No.	Name/Identification of Exhibit
3	Articles of Incorporation & Bylaws
a)	Articles of Incorporation filed on September 17, 2009
b)	Bylaws adopted on September 17, 2009
5	Opinion on Legality- ___________
	a) Abby Ertz, Esq.
23.1	Consent of Independent Auditor
99	Additional Exhibits
	a) Escrow Agreement
	b) Subscription Agreement

Item 14. Indemnification of Directors and Officers

~~ITEM~~Pursuant 17to -our ~~UNDERTAKINGS~~bylaws, the liability of our officers and directors for monetary damage shall be eliminated to the fullest extent permissible pursuant to Nevada law.

~~UNDERTAKINGS~~Pursuant to Nevada Revised Statutes, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his or her position, if he or she acted in good faith and in a manner he or she reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he or she is to be indemnified, we must indemnify the officer or director against all expenses incurred, including attorney’s fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, then only by a court order.

~~The~~Item ~~undersigned~~15. ~~registrant~~Recent ~~hereby~~Sales ~~undertakes:~~of Unregistered Securities

1During 2013 and 2014 21,372,813 shares of common stock were issued to various shareholders. The price of the common stock issued to them was arbitrarily determined and bore no relationship to any objective criterion of value. At the time of issuance, the Company was recently formed or in the process of being formed and possessed no material assets. All shares were sold under Regulation D or Regulation S, involved no solicitation and all investors were in possession of all material information regarding the Company.

ToItem ~~file~~16. ~~during any period in which offers of sales are being made, a post-effective amendment to this registration statement to:~~Exhibits

Exhibit Number		Exhibit Description

3.1		Articles of Incorporation of Megas, Inc. dated September 17, 2009
3.2		Bylaws dated September 17, 2009
5.1		Opinion of Harold P. Gewerter, Esq.
23.1		Consent of KLJ & Associates, LLP
23.2		Consent of Harold P. Gewerter, Esq. (included in Exhibit 5.1 herein).
24.1		Power of Attorney (included on signature page)
99.1		Exclusive Contribution Agreement
99.2		Exclusive Contribution Agreement
99.3		Acquisition Agreement
99.4		Acquisition Agreement

~~Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;~~II-1

iiItem 17. Undertakings

~~Reflect~~The inundersigned ~~the~~hereby prospectus any facts or events which, individually or together, represent a fundamental change in the information in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low and high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; andundertakes:

~~iii~~(1) To file, during any period, in which offers or sales are being made, a post-effective amendment to this Registration Statement:

~~Include~~(i) ~~any~~To ~~additional~~include orany ~~changed~~prospectus ~~material~~required by ~~information~~section on10(a)(3) of the ~~plan~~Securities Act of ~~distribution.~~1933, as amended;

2(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of the Registration Fee” table in the effective Registration Statement; and

~~That,~~(iii) ~~for~~To ~~the~~include ~~purposes~~any ofmaterial ~~determining~~information with ~~any~~respect ~~liability~~to ~~under~~ the ~~Securities~~plan ~~Act, treat each post-effective amendment as a new registration statement~~ of ~~the~~distribution ~~securities~~not ~~offered~~previously ~~herein,~~disclosed ~~and~~in ~~that~~ the ~~offering~~Registration ofStatement ~~such~~or ~~securities~~any atmaterial ~~that~~change ~~time shall be deemed~~ to besuch information in the ~~initial~~Registration ~~bona fide offering thereof~~Statement.

3(2) That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post -effective amendment any of the securities being registered ~~hereby~~ which remain unsold at the termination of the offering.

(4). Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

~~Insofar~~(5) asThat, ~~indemnification~~ for ~~liabilities~~the ~~arising~~purpose of determining liability of the registrant under the Securities Act of 1933 ~~(the~~to ~~“Act”)~~any ~~may~~purchaser bein ~~permitted~~the toinitial distribution of the ~~directors,~~securities: ~~officers,~~The undersigned ~~and~~registrant ~~controlling~~undertakes ~~persons~~that in a primary offering of ~~the~~securities ~~small~~of ~~business~~the ~~issuer~~undersigned registrant pursuant to ~~the~~this ~~By-Laws~~registration statement, regardless of the ~~company,~~underwriting ormethod ~~otherwise,~~used weto ~~have~~sell ~~been~~the ~~advised~~securities ~~that~~to in the ~~opinion~~purchaser, ofif the ~~Securities~~securities ~~and~~are ~~Exchange~~offered ~~Commission~~or sold to such ~~indemnification~~purchaser isby ~~against~~means ~~public~~of ~~policy~~any asof ~~expressed~~the infollowing communications, the ~~Act,~~undersigned registrant will be a seller to the purchaser and ~~is,~~will ~~therefore~~be ~~unenforceable.~~considered to offer or sell such securities to such purchaser:

~~II-2~~i Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424,

Inii ~~the~~Any ~~event~~free ~~that~~writing aprospectus ~~claim~~relating ~~for~~to ~~indemnification against such liabilities (other than~~ the ~~payment~~offering ofprepared ~~expenses incurred or paid~~ by ~~the director, officer,~~ or ~~controlling~~on ~~person~~behalf inof the ~~successful~~undersigned ~~defense~~registrant ~~of any action, suit,~~ or ~~proceeding)~~used ~~is asserted by such director, officer,~~ or ~~other~~referred ~~control person in connection with the securities being registered, we will, , unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit~~ to ~~the court or appropriate jurisdiction the question whether such indemnification~~ by ~~it is against public policy as expressed in~~ the ~~Securities~~undersigned ~~Act and will be governed by the final adjudication of such issues.~~registrant,

~~Each~~iii. ~~prospectus~~The ~~filed~~portion ~~pursuant to Rule 424(b) as part~~ of aany ~~registration~~free ~~statement~~writing prospectus relating to anthe offering, ~~other~~containing ~~than~~material ~~registration~~information ~~statements~~about ~~relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in~~ the ~~registration~~undersigned ~~statement~~registrant ~~as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement~~ or ~~prospectus~~its ~~that~~securities isprovided ~~part of the registration statement or made in a document incorporated or deemed incorporated~~ by ~~reference into the registration statement~~ or ~~prospectus~~on ~~that~~behalf ~~is part~~ of the ~~registration~~undersigned ~~statement will~~registrant, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

5iv. Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:II-2

i SIGNATURES

~~Any~~Pursuant ~~preliminary~~to ~~prospectus~~the orrequirements of ~~prospectus~~the Securities Act of ~~the~~1933, ~~undersigned~~as amended, the registrant ~~relating~~has toduly ~~the~~caused ~~offering~~this ~~required~~registration statement to be ~~filed~~signed ~~pursuant~~on toits ~~Rule~~behalf by ~~424;~~the undersigned, thereunto duly authorized in the City of Las Vegas, NV on August 11, 2014.

iiMegas, Inc. By: /s/ Charles Mui Charles Mui, CEO, CFO, CAO Chairman of the Board, Principal Executive Officer, Principal Financial Officer By: /s/ Adam Businger Adam Businger, VP of Entertainment Logistics, Dir.

~~Any~~Pursuant ~~free~~to ~~writing~~the ~~prospectus~~requirements of ~~relating to~~ the ~~offering~~Securities ~~prepared~~Act byof or1933, onas ~~behalf~~amended, ofthis ~~the~~registration ~~undersigned~~statement ~~registrant~~has orbeen ~~used~~signed orby ~~referred~~the tofollowing bypersons in the ~~undersigned~~capacities indicated, ~~registrant;~~on August 11, 2014.

~~iii~~Megas, Inc. By: /s/ Charles Mui Charles Mui, CEO, CFO, CAO Chairman of the Board, Principal Executive Officer, Principal Financial Officer By: /s/ Adam Businger Adam Businger, VP of Entertainment Logistics, Dir.

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; andII-3

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto authorized in the City of Las Vegas State of Nevada on January 14, 2010.

Mirador, Inc. (Registrant) By: /s/ Stephen A. Schramka Stephen A. Schramka, President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed b the following persons in the capacities and on the dates indicated.

Signature	Title	Date
Stephen A. Schramka	President, Secretary and Director	January 14, 2010
Stephen A. Schramka	Chief Executive Officer
Stephen A. Schramka	Treasurer	January 14, 2010
Stephen A. Schramka	Chief Accounting Officer

II-4

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