10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-K/A

(Amendment No. 1)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2013

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to __________________

Commission File No. 333-176256

MEGANET CORPORATION

(Exact name of registrant as specified in its Charter)

Nevada	80-0376822
(State or Other Jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

2510 E. Sunset Rd. Unit 5-777

Las Vegas, NV 89120

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (702) 987-0087

Securities registered under Section 12(b) of the Exchange Act:  None

Securities registered under Section 12(g) of the Exchange Act:  None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes [X] No [  ]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [  ] No [X]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files):  Yes [  ] No [X]        

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]

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 definition of accelerated filer”, “large accelerated filer”, “non-accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]      Accelerated Filer [ ]       Non-accelerated filer  [ ]      Smaller reporting company[X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]

The aggregate market value of the common equity held by non-affiliates computed by reference to the average bid and asked price of such common equity as of the last business day of the registrant’s most recently completed second fiscal quarter is $0.00 since there was no bid or asked price on that day being September 30, 2013.

As of June 12, 2015, the Company had outstanding 100,000,000 shares of Common Stock, $0.001 par value.

EXPLANATORY NOTE

The purpose of this Amendment No. 1 to the Annual Report of Meganet Corporation (the “Company”) on Form 10-K for the fiscal year ended March 31, 2013, filed with the Securities and Exchange Commission on September 11, 2014 (the “Form 10-K”), is to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language).

Other than the aforementioned, no other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

Item. 15. Exhibits

Exhibit No.	Exhibit Name
14.1	Code of Ethics (1)
31.1	Certification of CEO and CFO pursuant to Securities Exchange Act rules 13a-15 and 15d-15(c) as adopted pursuant to section 302 of the Sarbanes-Oxley act of 2002. (1)
32.1	Certification of CEO and CFO pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley act of 2002. (1)
99.1	Independent Director Rule (1)
101	Interactive Data Files

(1) Filed and as exhibit to the original filing on Form 10-K on September 11, 2014.

SIGNATURES

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

MEGANET CORPORATION

By: /s/ Saul Backal

-----------------------------------------------------

Saul Backal, CEO

Date: June 16, 2015

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

By: /s/ Saul Backal

-----------------------------------------

Saul Backal, Director and

Principal Executive Officer

Principal Financial Officer

Principal Accounting Officer

Date: June 16, 2015

By: /s/ Merav Backal

-----------------------------------------------------

Merav Backal, Director

Date: June 16, 2015

By: /s/ Orna Mizrahi

-----------------------------------------------------

Orna Mizrahi, Director

Date: June 16, 2015

XML

8. Income Taxes: Summary of Operating Loss Carryforwards (Details) (USD $)	12 Months Ended
	Mar. 31, 2013
Tax Year 2013
Operating Loss Carryforwards	$ 204,400
Operating Loss Carryforwards, Expiration Date	Dec. 31, 2033
Tax Year 2012
Operating Loss Carryforwards	301,000
Operating Loss Carryforwards, Expiration Date	Dec. 31, 2032
Tax Year 2011
Operating Loss Carryforwards	200,500
Operating Loss Carryforwards, Expiration Date	Dec. 31, 2031
Tax Year 2010
Operating Loss Carryforwards	$ 284,500
Operating Loss Carryforwards, Expiration Date	Dec. 31, 2030

XML

4. Property and Equipment, net: Property, Plant and Equipment (Details) (USD $)	Mar. 31, 2013	Mar. 31, 2012
Property, Plant and Equipment, Gross	$ 2,679,468	$ 2,632,363
Less: Accumulated Depreciation	(1,997,663)	(1,389,748)
Property, Plant and Equipment, Net, Total	$ 681,805	$ 1,242,615

XML

3. Going Concern

12 Months Ended

Mar. 31, 2013

Notes

3. Going Concern

3. GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred losses since inception and has an accumulated deficit of $3,133,054 as of March 31, 2013.  The Company requires capital for its contemplated operational and marketing activities.  The Company’s ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

Management anticipates that that there will be sales sufficient to cover the next 12 months of cash operating expenses; however, there can be no surety that anticipated sales will materialize. In order to mitigate the risk related with this uncertainty, the CEO has agreed to contribute additional amounts to capital as needed to cover operating expenses.

XML

7. Related Party Transactions (Details) (USD $)	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Advances from officer	$ 389,573	$ 173,317
Officer loan	420,285	135,029
Imputed interest on officer advance	35,269	5,641
General and administrative	95,290	171,916
Accounts payable and accrued liabilities	547,863	430,693
Accrued payroll tax	53,836	76,396
Interest Expense
Accrued payroll tax	5,412
President
Advances from officer	389,573
Officer loan		135,029
Officers' Compensation	120,000
Sales Commission Rate	10.00%
General and administrative	121,301	129,168
Accounts payable and accrued liabilities	$ 426,160

XML

6. Operating Lease (Details) (USD $)	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Details
Description of Lessee Leasing Arrangements, Operating Leases	On January 1, 2010, the Company entered into a 60 month lease for its 10,000 square foot office space located in Las Vegas Nevada. The lease required no security deposit and provides for monthly payments of $10,000. The lease provides for a 60 month renewal period at the expiration to the lease period which the Company anticipates to exercise. In negotiating the lease, the lessor agreed to add approximately $250,000 in leasehold improvements to the property. In exchange, the lessor also agreed to change the rate terms from 120 months at $5,000 per month to 60 months at $10,000 per month.
2014	$ 120,000
2015	90,000
Rent	$ 120,000	$ 120,000

XML

8. Income Taxes (Details) (USD $)	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Details
Total Deferred Tax Asset	$ 204,400	$ 300,997
Estimated Tax Rate	35.00%	35.00%

XML

8. Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Details) (USD $)	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Details
Book loss for the year	$ (999,852)	$ (899,267)
Adjustments:
Unpaid salaries	98,771	104,714
Tax depreciation under (over) book	281,350	(69,282)
Non-deductible stock compensation	0	0
Non-deductible portion of meals and entertainment	462	3,843
Imputed interest on Officer Loan	35,269	5,641
Non-deductible penalties	0	0
Tax loss for the year	(584,001)	(859,992)
Estimated effective tax rate	35.00%	35.00%
Deferred Tax Asset	$ 204,400	$ 300,997

XML

2. Summary of Significant Policies

12 Months Ended

Mar. 31, 2013

Notes

2. Summary of Significant Policies

2. SUMMARY OF SIGNIFICANT POLICIES

Basis of presentation

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and reflect all adjustments which, in the opinion of management, are necessary for a fair presentation.

Use of estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities.  These estimates and judgments are based on historical information, information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances.  Actual results could differ from those estimates.

Cash and cash equivalents – Cash and cash equivalents consist of cash and short-term investments with original maturities of less than 90 days.  Cash equivalents are placed with high credit quality financial institutions and are primarily in money market funds.  The carrying value of those investments approximates fair value.

Revenue recognition – The Company’s revenue consists primarily of revenue from the sale of jamming and interceptor hardware and data security software.  The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable, and collection is probable. Product is considered delivered to the customer once it has been shipped and title and risk of loss have been transferred. For most of the Company’s product sales, these criteria are met at the time the product is shipped. The Company recognizes revenue from the sale of hardware products (e.g., jammers and cell phone interceptors) and software included with hardware that is essential to the functionality of the hardware, in accordance with general revenue recognition accounting guidance. The Company recognizes revenue in accordance with industry specific software accounting guidance for the following types of sales transactions: (i) standalone sales of software and (ii) sales of software upgrades.

Generally, the Company requires customers to deposit 50% of the gross sales price upon execution of a formal intent to sell with the remaining 50% due upon delivery of the product. The Company records deferred revenue when it receives payments in advance of the delivery of products.

Shipping costs – Amounts billed to customers related to shipping and handling are classified as revenue, and the Company’s shipping and handling costs are included in cost of revenue.

Software development costs – Research and development costs are expensed as incurred. Development costs of computer software to be sold, leased, or otherwise marketed are subject to capitalization beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers. The Company’s products are released soon after technological feasibility has been established. Therefore, costs incurred subsequent to achievement of technological feasibility are usually not significant, and software development costs have been expensed as incurred.

Costs of revenue – Cost of revenue includes raw materials, component parts, and shipping supplies. Shipping and handling costs are not a significant portion of the cost of revenue.

Property and equipment - Property and equipment are stated at the lower of cost or fair value.  Depreciation is provided on a straight-line basis over the estimated useful lives of the assets, which do not exceed the lease term for leasehold improvements, as follows:

Description	Estimated Life
Equipment	5 years
Computers	5 years
Office furniture	7 years
Leasehold improvements	5 years

The estimated useful lives are based on the nature of the assets as well as current operating strategy and legal considerations such as contractual life. Future events, such as property expansions, property developments, new competition, or new regulations, could result in a change in the manner in which the Company uses certain assets requiring a change in the estimated useful lives of such assets.

Maintenance and repairs that neither materially add to the value of the asset nor appreciably prolong its life are charged to expense as incurred. Gains or losses on disposition of property and equipment are included in the statements of operations.  There were no dispositions during the periods presented.

The Company evaluates its property and equipment and other long-lived assets for impairment in accordance with related accounting standards. For assets to be held and used (including projects under development), fixed assets are reviewed for impairment whenever indicators of impairment exist. If an indicator of impairment exists, the Company first groups its assets with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities (the “asset group”). Secondly, the Company estimates the undiscounted future cash flows that are directly associated with and expected to arise from the completion, use and eventual disposition of such asset group. The Company estimates the undiscounted cash flows over the remaining useful life of the primary asset within the asset group. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then an impairment is measured based on fair value compared to carrying value, with fair value typically based on a discounted cash flow model. If an asset is still under development, future cash flows include remaining construction costs. There were no impairments during the periods presented.

Income taxes – The Company records income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carryforwards. Accounting standards regarding income taxes requires a reduction of the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a more-likely-than-not realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, the Company’s experience with operating loss and tax credit carryforwards not expiring unused, and tax planning alternatives.

The Company recorded valuation allowances on the net deferred tax assets.  Management will reassess the realization of deferred tax assets based on the accounting standards for income taxes each reporting period. To the extent that the financial results of operations improve and it becomes more likely than not that the deferred tax assets are realizable, the Company will be able to reduce the valuation allowance.

Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. Accounting standards regarding uncertainty in income taxes provides a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely, based solely on the technical merits, of being sustained on examinations. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes.

Earnings (loss) per share – Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued. There were no potentially dilutive securities outstanding during the periods presented.

Stock-based compensation – The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50.

Concentration of credit risk – Financial instruments that potentially expose the Company to significant concentrations of credit risk consist principally of cash. The Company places its cash with financial institutions with high-credit ratings.

Fair value of financial instruments – The carrying amounts reflected in the  balance sheets for cash, prepaid expenses, accounts payable and accrued expenses approximate the respective fair values due to the short maturities of these items.

Recent Accounting Pronouncements – The Company has evaluated recent pronouncements through Accounting Standards Updates “ASU” 2013-12 and believes that none of them will have a material impact on the Company’s financial position, results of operations or cash flows. 

XML

8. Income Taxes: Schedule of Components of Income Tax Expense (Benefit) (Details) (USD $)	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Details
Deferred Tax Asset	$ 204,400	$ 300,997
Valuation Allowance	(204,400)	(300,997)
Current taxes payable	0	0
Provision for income taxes	$ 0	$ 0

XML

BALANCE SHEETS (USD $)	Mar. 31, 2013	Mar. 31, 2012
Current assets:
Cash	$ 131	$ 488
Prepaid expenses	0	990
Total current assets	131	1,478
Property and equipment, net	681,805	1,242,615
Total assets	681,936	1,244,093
Current liabilities:
Accounts payable and accrued liabilities	547,863	430,693
Officer loan	420,285	135,029
Total current liabilities	968,148	565,722
Total liabilities	968,148	565,722
Stockholders' equity (deficit):
Common stock; $0.001 par value, 100,000,000 shares authorized and 100,000,000 and 100,000,000 shares issued and outstanding at March 31, 2013 and March 31, 2012, respectively	100,000	100,000
Additional paid-in capital	2,746,842	2,711,573
Accumulated deficit	(3,133,054)	(2,133,202)
Total stockholders' equity (deficit)	(286,212)	678,371
Total liabilities and stockholders' equity (deficit)	$ 681,936	$ 1,244,093

XML

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (USD $)	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Stockholders' Equity, beginning of period, Value at Mar. 31, 2011	$ 100,000	$ 2,453,722	$ (1,233,935)	$ 1,319,787
Stockholders' Equity, beginning of period, Shares at Mar. 31, 2011	100,000,000
Imputed interest on shareholder loan		5,641		5,641
Shareholder contributions of fixed assets		252,210		252,210
Net loss			(899,267)	(899,267)
Stockholders' Equity end of period, Value at Mar. 31, 2012	100,000	2,711,573	(2,133,202)	678,371
Stockholders' Equity end of period, Shares at Mar. 31, 2012	100,000,000
Imputed interest on shareholder loan		35,269		35,269
Net loss			(999,852)	(999,852)
Stockholders' Equity end of period, Value at Mar. 31, 2013	$ 100,000	$ 2,746,842	$ (3,133,054)	$ (286,212)
Stockholders' Equity end of period, Shares at Mar. 31, 2013	100,000,000

XML

1. Description of Business and History (Details)	12 Months Ended
	Mar. 31, 2013
Details
Date of Incorporation	Mar. 26, 2009

XML

3. Going Concern (Details) (USD $)	Mar. 31, 2013	Mar. 31, 2012
Details
Accumulated deficit	$ (3,133,054)	$ (2,133,202)

XML

1. Description of Business and History

12 Months Ended

Mar. 31, 2013

Notes

1. Description of Business and History

1. DESCRIPTION OF BUSINESS AND HISTORY

Description of business – Meganet Corporation, (the “Company” or “Meganet”) is focused on the development of data security solutions for enterprise, large organizations and corporations around the globe, including the U.S. Department of Defense, Military Intelligence and the Federal Government.  The Company’s data security solutions include a patented encryption algorithm which enhances security exponentially.  The Company out-sources the manufacture of its counter-IED products, including bomb jammers, dismounted backpack portable jammers and facility jammers.  The Company also develops and sells cell phone, satellite and wireless interceptors.  Other data security solutions include encrypted cell phones, land lines, fax, PDA, radio, and satellites. Intelligence and counter-intelligence solutions include the development of SPY and RAT phones and devices for intelligence gathering.  Counter-intelligence solutions include bugs, bug detectors, bomb sniffers, miniature cameras and digital video recorders.  The Company maintains technology development, executive and sales offices in Las Vegas, Nevada.

History – Meganet Corporation was incorporated in Nevada on March 26, 2009. Prior to the formation of the current entity, a now dissolved entity under the name Meganet Corporation was incorporated in California with common ownership and similar business objectives. The integration of the Company’s operations from the now dissolved California company to the Nevada company is considered a recapitalization due to the common ownership resulting in the assets and liabilities being recorded at a carryover basis as determined under accounting principles generally accepted in the United States of America. The former entity had been dissolved before incorporation on March 26, 2009.

XML

BALANCE SHEETS (Parenthetical) (USD $)	Mar. 31, 2013	Mar. 31, 2012
Statement of Financial Position
Common Stock Par Value	$ 0.001	$ 0.001
Common Stock Shares Authorized	100,000,000	100,000,000
Common Stock Shares Issued	100,000,000	100,000,000
Common Stock Shares Outstanding	100,000,000	100,000,000

XML

4. Property and Equipment, net: Property, Plant and Equipment (Tables)

12 Months Ended

Mar. 31, 2013

Tables/Schedules

Property, Plant and Equipment

	March 31, 2013	March 31, 2012
Furniture and equipment	$2,574,874	$2,538,823
Leasehold improvements	99,094	88,040
Vehicles	5,500	5,500
	2,679,468	2,632,363
Less: accumulated depreciation	(1,997,663)	(1,389,748)
	$681,805	$1,242,615

XML

Document and Entity Information (USD $)	12 Months Ended
	Mar. 31, 2013	Jul. 12, 2014	Sep. 30, 2013
Document and Entity Information:
Entity Registrant Name	MEGANET CORP
Document Type	10-K
Document Period End Date	Mar. 31, 2013
Amendment Flag	false
Entity Central Index Key	0001527795
Current Fiscal Year End Date	--03-31
Entity Common Stock, Shares Outstanding		100,000,000
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	No
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	FY
Entity Public Float			$ 0
Date of Incorporation	Mar. 26, 2009

XML

5. Accounts Payable and Accrued Liabilities: Schedule of Accounts Payable and Accrued Liabilities (Tables)

12 Months Ended

Mar. 31, 2013

Tables/Schedules

Schedule of Accounts Payable and Accrued Liabilities

	March 31, 2013	March 31, 2012
Accounts payable	$67,867	$49,438
Accrued payroll	426,160	304,859
Accrued payroll tax	53,836	76,396
	$547,863	$430,693

XML

STATEMENTS OF OPERATIONS (USD $)	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Income Statement
Revenues	$ 13,117	$ 81,317
Cost of revenues	8,674	35,552
Gross profit	4,443	45,765
Operating expenses:
General and administrative	95,290	171,916
Depreciation	607,915	505,668
Compensation and related payroll taxes	144,402	154,084
Rent	120,000	120,000
Total operating expenses	967,607	951,668
Loss before other expenses	(963,164)	(905,903)
Other expenses
Gain on sale of fixed assets	0	12,277
Interest expense	(36,688)	(5,641)
Loss before income taxes	(999,852)	(899,267)
Provision for income taxes	0	0
Net loss	$ (999,852)	$ (899,267)
Basic loss per common share	$ (0.01)	$ (0.01)
Basic weighted average common shares outstanding	100,000,000	100,000,000

XML

6. Operating Lease

12 Months Ended

Mar. 31, 2013

Notes

6. Operating Lease

6. OPERATING LEASE

Lease obligations – On January 1, 2010, the Company entered into a 60 month lease for its 10,000 square foot office space located in Las Vegas Nevada.  The lease required no security deposit and provides for monthly payments of $10,000.  The lease provides for a 60 month renewal period at the expiration to the lease period which the Company anticipates to exercise. In negotiating the lease, the lessor agreed to add approximately $250,000 in leasehold improvements to the property. In exchange, the lessor also agreed to change the rate terms from 120 months at $5,000  per month to 60 months at $10,000 per month. The remaining aggregate lease payments under the operating lease for the facilities as of March 31, 2013 are as follows:

2014	$120,000
2015	$90,000

Rental expense, resulting from operating lease agreements, for years ended March 31, 2013 and 2012 was $120,000 and $120,000, respectively.

XML

5. Accounts Payable and Accrued Liabilities

12 Months Ended

Mar. 31, 2013

Notes

5. Accounts Payable and Accrued Liabilities

5. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities consist of the following as of March 31, 2013 and 2012:

	March 31, 2013	March 31, 2012
Accounts payable	$67,867	$49,438
Accrued payroll	426,160	304,859
Accrued payroll tax	53,836	76,396
	$547,863	$430,693

XML

2. Summary of Significant Policies: Property and equipment (Details)	12 Months Ended
	Mar. 31, 2013
Equipment
Property, Plant and Equipment, Useful Life	5 years
Computer Equipment
Property, Plant and Equipment, Useful Life	5 years
Furniture and Fixtures
Property, Plant and Equipment, Useful Life	7 years
Leasehold Improvements
Property, Plant and Equipment, Useful Life	5 years

XML

8. Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Tables)

12 Months Ended

Mar. 31, 2013

Tables/Schedules

Schedule of Deferred Tax Assets and Liabilities

For the period ended March 31,	2013	2012
Book loss for the year	$(999,852)	$(899,267)
Adjustments:
Unpaid salaries	98,771	104,714
Tax depreciation under (over) book	281,350	(69,282)
Non-deductible stock compensation	-	-
Non-deductible portion of meals and         entertainment	462	3,843
Imputed interest on Officer Loan	35,269
Non-deductible penalties	-	-
Tax loss for the year	(584,001)	(859,992)
Estimated effective tax rate	35 %	35 %
Deferred tax asset	$204,400	$300,997

XML

9. Subsequent Events

12 Months Ended

Mar. 31, 2013

Notes

9. Subsequent Events

9. SUBSEQUENT EVENTS

Subsequent to the balance sheet date the Company received net cash advances from the president in the amount of $43,653 in order to cover certain obligations that were due. All amounts advanced to the Company are unsecured, non-interest bearing and due upon demand by the president.

The Company has evaluated events subsequent to the balance sheet date through the issuance date of these financial statements in accordance with FASB ASC 855 and has determined that other than above there are no such events that would require adjustment to, or disclosure in, the financial statements.

XML

7. Related Party Transactions

12 Months Ended

Mar. 31, 2013

Notes

7. Related Party Transactions

7. RELATED PARTY TRANSACTIONS

Officer loan – During the years ended March 31, 2013 and 2012, the Company received net cash advances from the president in the amount of $389,573 and $135,029, respectively. All amounts advanced to the Company are unsecured, non-interest bearing and due upon demand by the president.

In accordance with FASB ASC 835-30 “Imputation of Interest” interest has been imputed on all advances made to Company by the president. During the years ended March 31, 2013 and 2012, interest has been imputed and charged to additional paid-in capital in the amount of $35,269 and $5,641,  respectively.

Employment agreements – as of March 31, 2013 the Company had only one employment agreement which was with the President and majority shareholder. The employment agreement stipulates that the President is to receive a base salary of $120,000 per annum. The agreement also contains a provision allowing for a commission to be paid equal to 10% of gross sales achieved by the President. The total expense related to this agreement was $121,301 and 129,168 for the years ended March 31, 2013 and 2012, respectively.  As of March 31, 2013, $426,160 of total compensation was unpaid and accrued in current liabilities.

The Company has accrued for unpaid payroll taxes related to these payroll expenses which amount to $53,836 and  $76,396 as of March 31, 2013 and 2012, respectively. These accruals include $5,412 in interest or penalties related to the late status of these payments. Nonetheless, the Company anticipates that it will reasonably be able to negotiate the total past due amount of payroll taxes in order to effectively eliminate penalties and interest.

XML

8. Income Taxes

12 Months Ended

Mar. 31, 2013

Notes

8. Income Taxes

8. INCOME TAXES

The Company provides for income taxes under FASB ASC 740, Accounting for Income Taxes. FASB ASC 740  requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect currently.

FASB ASC 740 requires the reduction of deferred tax assets by a valuation allowance, if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the Company’s opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Accordingly, a valuation allowance equal to the deferred tax asset has been recorded. The total deferred tax asset is $204,400 which is calculated by multiplying a 35% estimated tax rate by the cumulative net operating loss (NOL) adjusted for the following items:

For the period ended March 31,	2013	2012
Book loss for the year	$(999,852)	$(899,267)
Adjustments:
Unpaid salaries	98,771	104,714
Tax depreciation under (over) book	281,350	(69,282)
Non-deductible stock compensation	-	-
Non-deductible portion of meals and         entertainment	462	3,843
Imputed interest on Officer Loan	35,269
Non-deductible penalties	-	-
Tax loss for the year	(584,001)	(859,992)
Estimated effective tax rate	35 %	35 %
Deferred tax asset	$204,400	$300,997

The total valuation allowance is $204,400. Details for the last two periods are as follows:

For the period ended March 31,	2013	2012
Deferred tax asset	$204,400	$300,997
Valuation allowance	(204,400)	(300,997)
Current taxes payable	-	-
Income tax expense	$-	$-

Below is a chart showing the estimated corporate federal net operating loss (NOL) and the year in which it will expire.

Year	Amount	Expiration
2013	$204,400	2033
2012	$301,000	2032
2011	$200,500	2031
2010	$284,500	2030

XML

2. Summary of Significant Policies (Policies)

12 Months Ended

Mar. 31, 2013

Policies

Basis of Presentation

Basis of presentation

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and reflect all adjustments which, in the opinion of management, are necessary for a fair presentation.

Use of Estimates

Use of estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities.  These estimates and judgments are based on historical information, information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances.  Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents – Cash and cash equivalents consist of cash and short-term investments with original maturities of less than 90 days.  Cash equivalents are placed with high credit quality financial institutions and are primarily in money market funds.  The carrying value of those investments approximates fair value.

Revenue Recognition

Revenue recognition – The Company’s revenue consists primarily of revenue from the sale of jamming and interceptor hardware and data security software.  The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable, and collection is probable. Product is considered delivered to the customer once it has been shipped and title and risk of loss have been transferred. For most of the Company’s product sales, these criteria are met at the time the product is shipped. The Company recognizes revenue from the sale of hardware products (e.g., jammers and cell phone interceptors) and software included with hardware that is essential to the functionality of the hardware, in accordance with general revenue recognition accounting guidance. The Company recognizes revenue in accordance with industry specific software accounting guidance for the following types of sales transactions: (i) standalone sales of software and (ii) sales of software upgrades.

Shipping costs

Shipping costs – Amounts billed to customers related to shipping and handling are classified as revenue, and the Company’s shipping and handling costs are included in cost of revenue.

Software development costs

Software development costs – Research and development costs are expensed as incurred. Development costs of computer software to be sold, leased, or otherwise marketed are subject to capitalization beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers. The Company’s products are released soon after technological feasibility has been established. Therefore, costs incurred subsequent to achievement of technological feasibility are usually not significant, and software development costs have been expensed as incurred.

Cost of revenue

Costs of revenue – Cost of revenue includes raw materials, component parts, and shipping supplies. Shipping and handling costs are not a significant portion of the cost of revenue.

Property and equipment

Property and equipment - Property and equipment are stated at the lower of cost or fair value.  Depreciation is provided on a straight-line basis over the estimated useful lives of the assets, which do not exceed the lease term for leasehold improvements, as follows:

Description	Estimated Life
Equipment	5 years
Computers	5 years
Office furniture	7 years
Leasehold improvements	5 years

The estimated useful lives are based on the nature of the assets as well as current operating strategy and legal considerations such as contractual life. Future events, such as property expansions, property developments, new competition, or new regulations, could result in a change in the manner in which the Company uses certain assets requiring a change in the estimated useful lives of such assets.

Maintenance and repairs that neither materially add to the value of the asset nor appreciably prolong its life are charged to expense as incurred. Gains or losses on disposition of property and equipment are included in the statements of operations.  There were no dispositions during the periods presented.

The Company evaluates its property and equipment and other long-lived assets for impairment in accordance with related accounting standards. For assets to be held and used (including projects under development), fixed assets are reviewed for impairment whenever indicators of impairment exist. If an indicator of impairment exists, the Company first groups its assets with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities (the “asset group”). Secondly, the Company estimates the undiscounted future cash flows that are directly associated with and expected to arise from the completion, use and eventual disposition of such asset group. The Company estimates the undiscounted cash flows over the remaining useful life of the primary asset within the asset group. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then an impairment is measured based on fair value compared to carrying value, with fair value typically based on a discounted cash flow model. If an asset is still under development, future cash flows include remaining construction costs. There were no impairments during the periods presented.

Income Taxes

Income taxes – The Company records income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carryforwards. Accounting standards regarding income taxes requires a reduction of the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a more-likely-than-not realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, the Company’s experience with operating loss and tax credit carryforwards not expiring unused, and tax planning alternatives.

The Company recorded valuation allowances on the net deferred tax assets.  Management will reassess the realization of deferred tax assets based on the accounting standards for income taxes each reporting period. To the extent that the financial results of operations improve and it becomes more likely than not that the deferred tax assets are realizable, the Company will be able to reduce the valuation allowance.

Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. Accounting standards regarding uncertainty in income taxes provides a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely, based solely on the technical merits, of being sustained on examinations. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes.

Earnings (loss) Per Share

Earnings (loss) per share – Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued. There were no potentially dilutive securities outstanding during the periods presented.

Stock-based Compensation

Stock-based compensation – The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50.

Concentration of credit risk

Concentration of credit risk – Financial instruments that potentially expose the Company to significant concentrations of credit risk consist principally of cash. The Company places its cash with financial institutions with high-credit ratings.

Fair value of financial instruments

Fair value of financial instruments – The carrying amounts reflected in the  balance sheets for cash, prepaid expenses, accounts payable and accrued expenses approximate the respective fair values due to the short maturities of these items.

Recent Accounting Pronouncements

Recent Accounting Pronouncements – The Company has evaluated recent pronouncements through Accounting Standards Updates “ASU” 2013-12 and believes that none of them will have a material impact on the Company’s financial position, results of operations or cash flows. 

XML

9. Subsequent Events (Details) (USD $)	12 Months Ended		3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Jun. 30, 2013
Advances from officer	$ 389,573	$ 173,317
President
Advances from officer	389,573
Subsequent Event | President
Advances from officer			$ 43,653

XML

8. Income Taxes: Summary of Operating Loss Carryforwards (Tables)

12 Months Ended

Mar. 31, 2013

Tables/Schedules

Summary of Operating Loss Carryforwards

Year	Amount	Expiration
2013	$204,400	2033
2012	$301,000	2032
2011	$200,500	2031
2010	$284,500	2030

XML

4. Property and Equipment, net (Details) (USD $)	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Details
Depreciation	$ 607,915	$ 505,668

XML

STATEMENTS OF CASH FLOWS (USD $)	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Cash flows from operating activities:
Net loss	$ (999,852)	$ (899,267)
Adjustments to reconcile net loss to net cash (used) provided by operating activities:
Depreciation	607,915	505,668
Gain on sale of asset	0	(12,277)
Imputed interest on officer advance	35,269	5,641
Changes in operating assets and liabilities:
Decrease (increase) in prepaid expenses	990	58,150
Increase (Decrease) in unearned revenue		(10,000)
Increase (decrease) in accounts payable and accrued expenses	117,170	153,498
Net cash (used) provided in operating activities	(238,508)	(198,587)
Cash flows from investing activities:
Proceeds from disposal of fixed assets		26,419
Purchase of fixed assets	(47,105)	(51,957)
Net cash used in investing activities	(47,105)	(25,538)
Cash flows from financing activities:
Advances from officer	389,573	173,317
Repayment of officer advances	(104,317)	(38,288)
Net cash provided by financing activities	285,256	135,029
Net change in cash	(357)	(89,096)
Cash, beginning of period	488	89,584
Cash, end of period	131	488
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Officer contribution of fixed assets		252,210
Cash paid for taxes	$ 43,235

XML

4. Property and Equipment, net

12 Months Ended

Mar. 31, 2013

Notes

4. Property and Equipment, net

4. PROPERTY AND EQUIPMENT, NET

Property and equipment consist of the following as of March 31, 2013 and March 31, 2012:

	March 31, 2013	March 31, 2012
Furniture and equipment	$2,574,874	$2,538,823
Leasehold improvements	99,094	88,040
Vehicles	5,500	5,500
	2,679,468	2,632,363
Less: accumulated depreciation	(1,997,663)	(1,389,748)
	$681,805	$1,242,615

Depreciation expense for the years ended March 31, 2013 and 2012 was $607,915 and $505,668, respectively.

XML

5. Accounts Payable and Accrued Liabilities: Schedule of Accounts Payable and Accrued Liabilities (Details) (USD $)	Mar. 31, 2013	Mar. 31, 2012
Details
Accounts Payable	$ 67,867	$ 49,438
Accrued payroll	426,160	304,859
Accrued payroll tax	53,836	76,396
Accounts Payable and Accrued Liabilities, Current, Total	$ 547,863	$ 430,693

XML

8. Income Taxes: Schedule of Components of Income Tax Expense (Benefit) (Tables)

12 Months Ended

Mar. 31, 2013

Tables/Schedules

Schedule of Components of Income Tax Expense (Benefit)

For the period ended March 31,	2013	2012
Deferred tax asset	$204,400	$300,997
Valuation allowance	(204,400)	(300,997)
Current taxes payable	-	-
Income tax expense	$-	$-