10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 10-Q

____________________

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

For the quarterly period ended September 30, 2016

  [  ]  TRANSITION REPORT PURSUANT TO 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)

(702) 987-0087

(Registrant's telephone number, including area code)

N/A

(Former name, former address and former fiscal year,

if changed since last report)

Indicate by check mark whether the Registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [  ] No [X]

Indicate by check mark 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [  ]

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 "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.  (Check one):

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

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

Yes [  ] No [X ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.      

Not applicable.

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date:  November 18, 2016 – 100,000,000 shares of common stock, $0.001 par value.

1

MEGANET CORPORATION

Table of Contents

	Page
PART I – FINANCIAL INFORMATION	3
Item 1  Financial Statements	3
Item 2  Management's Discussion and Analysis of Financial Condition and Results of Operations	7
Item 3  Quantitative and Qualitative Disclosures About Market Risk	11
Item 4  Controls and Procedures	11
PART II – OTHER INFORMATION	12
Item 1  Legal Proceedings	12
Item 1A  Risk Factors	12
Item 2  Unregistered Sales of Equity Securities and Use of Proceeds	12
Item 3  Defaults Upon Senior Securities	12
Item 4  Mine Safety Disclosures	12
Item 5  Other Information	12
Item 6  Exhibits	12
SIGNATURES	13

2

PART I

Item 1.  Financial Statements

The Financial Statements of the Registrant required to be filed with this 10-Q Quarterly Report were prepared by management and commence below, together with related notes. In the opinion of management, the Financial Statements fairly present the financial condition of the Registrant.

MEGANET CORPORATION

BALANCE SHEETS

ASSETS	September 30,			March 31,
	2016			2016
	(Unaudited)
Current assets:
Cash	$	1,575		$	1,627
Total current assets		1,575			1,627
Property and equipment, net		10,328			18,104
Total assets	$	11,903		$	19,731
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued liabilities	$	1,261,825		$	1,139,767
Officer loan		781,723			760,285
Total current liabilities		2,043,548			1,900,052
Total liabilities		2,043,548			1,900,052
Stockholders' deficit:
Common stock; $0.001 par value, 100,000,000 shares authorized and
100,000,000 and 100,000,000 shares issued and outstanding, respectively		100,000			100,000
Additional paid-in capital		2,964,006			2,925,555
Accumulated deficit		(5,095,651	)		(4,905,876	)
Total stockholders' deficit		(2,031,645	)		(1,880,321	)
Total liabilities and stockholders' deficit	$	11,903		$	19,731

The accompanying notes are an integral part of these unaudited financial statements.

3

MEGANET CORPORATION

STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended September 30,						For the Six Months Ended September 30,
	2016			2015			2016			2015
Revenues	$	--		$	1,051		$	120		$	82,134
Cost of revenues		--			--			--			--
Gross profit		--			1,051			120			82,134
Operating expenses:
General and administrative		15,039			39,887			23,656			58,895
Depreciation		3,572			11,072			7,776			21,970
Compensation and related payroll taxes		30,000			30,105			60,012			68,213
Rent		30,000			30,000			60,000			60,131
Total operating expenses		78,611			111,064			151,444			209,209
Loss before other expenses		(78,611	)		(110,013	)		(151,324	)		(127,075	)
Other income (expenses)
Bitcoin mining income		--			5,482			--			7,867
Bitcoin mining expense		--			(608	)		--			(608	)
Interest expense		(19,446	)		(16,562	)		(38,451	)		(32,401	)
Total other income (expenses)		(19,446	)		(11,688	)		(38,451	)		(25,142	)
Loss before income taxes		(98,057	)		(121,701	)		(189,775	)		(152,217	)
Provision for income taxes		-			-			-			-
Net loss	$	(98,057	)	$	(121,701	)	$	(189,775	)	$	(152,217	)
Basic loss per common share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Basic weighted average common
shares outstanding		100,000,000			100,000,000			100,000,000			100,000,000

The accompanying notes are an integral part of these unaudited financial statements.

4

MEGANET CORPORATION

STATEMENTS OF OPERATIONS

(Unaudited)

	For the Six Months Ended September 30,
	2016			2015
Cash flows from operating activities:
Net loss	$	(189,775	)	$	(152,217	)
Adjustments to reconcile net loss to net
cash (used) provided by operating activities:
Depreciation		7,776			21,970
Imputed interest on officer advance		38,451			32,401
Changes in operating assets and liabilities:
Increase in accounts payable and accrued expenses		122,058			54,178
Increase (decrease) in deferred revenue		--			(40,000	)
Net cash used in operating activities		(21,490	)		(83,668	)
Cash flows from investing activities:
Purchase of fixed assets		-			(3,975	)
Net cash used by investing activities		-			(3,975	)
Cash flows from financing activities:
Advances from officer		31,342			129,500
Repayment of officer advances		(9,904	)		(40,765	)
Net cash provided by financing activities		21,438			88,735
Net change in cash		(52	)		1,092
Cash, beginning of period		1,627			94
Cash, end of period	$	1,575		$	1,186
		-
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-

The accompanying notes are an integral part of these unaudited financial statements.

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1. DESCRIPTION OF BUSINESS AND HISTORY

Meganet Corporation was incorporated in Nevada on March 26, 2009 (the "Company" or "Meganet"). 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.

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.

The accompanying unaudited financial statements have been prepared by Meganet pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted in accordance with such rules and regulations.  The information furnished in the interim consolidated financial statements include normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements.  Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim consolidated financial statements be read in conjunction with Meganet's most recent audited financial statements.  Operating results for the six months ended September 30, 2016 are not necessarily indicative of the results that may be expected for the year ending March 31, 2017.

2. 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 $5,095,651 as of September 30, 2016.  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.

3. RELATED PARTY TRANSACTIONS

Officer loan – During the three and six month periods ending September 30, 2016, the Company received cash advances from its president in the amount of $27,745 and $31,342 and repaid $7,520 and $9,904, respectively. All amounts advanced to the Company are unsecured, non-interest bearing and due upon demand by the president. The balance of advances due at September 30, 2016 and March 31, 2016 was $781,723 and $760,285, respectively.

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 six month period ending September 30, 2016 and 2015, interest has been imputed and charged to additional paid-in capital in the amount of $38,451 and $32,401, respectively.

Employment agreements – as of September 30, 2016 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 $60,012 and $68,213 for the six month period ending September 30, 2016 and 2015, respectively.  As of September 30, 2016 and March 31, 2016, $931,329 and $871,317 of total compensation was unpaid and accrued in current liabilities, respectively.

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Item 2. Management's Discussions and Analysis of Financial Condition and Results of Operations.

Forward-looking Statements

Statements made in this Quarterly Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and our business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words "may," "would," "could," "should," "expects," "projects," "anticipates," "believes," "estimates," "plans," "intends," "targets" or similar expressions.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, general economic or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our current or potential business and related matters.

Accordingly, results actually achieved may differ materially from expected results in these statements.  Forward-looking statements speak only as of the date they are made. We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.

7

Business Operations

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 has developed and does develop products that it believes are attractive and important to these markets.

Working with government in a business capacity can be a long and arduous process. Governments and their agencies have constant budget restraints and lengthy product procurement processes. In many if not in most cases, a bidding process is required before an order for goods can be placed with a private supplier. Before products can be sold to the U.S. Government or to any of its agencies, the product and/or its supplier must be certified by the U.S. Government, which certification is not easy to obtain. From the time a product is developed until the time it is actually shipped to an agency in return for payment can be months if not years.

The financial statements that form part of this annual report 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. Our independent accountants that audited the financial statements observed that the Company requires capital for its contemplated operational and marketing activities and that the Company's ability to raise additional capital through the future issuances of common stock is unknown and that the obtainment of additional financing, the successful development of the Company's contemplated plan of operations, and its transition to the attainment of profitable operations are necessary for the Company to continue operations. The independent accountants concluded that the ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern.

Our management has been with Meganet from its inception and has in the past shepherded all software products from the development stage through the government procurement process to final delivery and payment. Management believes that despite the Company's current illiquid position, the Company is in a position to receive significant income in the upcoming 18 to 24 months from the sale of products in the so-called product pipeline. Being in the pipeline does not mean that product has necessarily been bought, sold or ordered. It does mean that products are somewhere in the bidding and/or procurement process and in management's opinion have a reasonable chance of becoming orders, having a portion of those orders delivered and thereby producing collected revenues for the Company in material amounts within the next 18 to 24 months. Management reasonably expects 50% of the potential product sales in its pipeline to produce revenue.

Liquidity

At September 30, 2016, the Company had cash in the amount of $1,575 compared to $2,043,548 in current liabilities. On a monthly basis the Company has fixed expenditures including without limitation rent and salary in the approximate amount of $20,000. This $20,000 includes the $10,000 monthly salary of our CEO which he does not take but rather accrues if money is not available for payment of the salary. Taking this into consideration, the Company needs $10,000 per month which equals $120,000 for 12 months to sustain operations and estimates it will need $180,000 in additional capital to sustain business operations over the next twelve months. Our CEO will lend the full $180,000 to Meganet, if cash is not otherwise available within the Company. Two thirds or 67% of this amount will pay rent, approximately 13% will pay property taxes, approximately 5% will pay utilities, 10% will pay salary and the remaining 5% will pay for maintenance and miscellaneous office expenses such as mail and shipping expense and office supplies. During the six months ended September 30, 2016, our CEO advanced to the Company $31,342 and was repaid $9,904 to meet the financial needs of the Company.

It is common for companies to resolve illiquid positions by attempting to raise additional working capital through the sale of equity capital or short term borrowing from third parties. However, our management does not believe this will be necessary. Rather management believes there will be sales sufficient to cover the next 18 to 24 months of cash operating expenses; however, there can be no surety that anticipated sales will materialize.  Also, in the event that sales anticipated during the next 18 to 24 months are funded in the later end of the 18 to 24 month period, it will be necessary for the Company to procure additional operating capital during the early months of the next 18 to 24 month period.  In order to provide for this potential situation, our CEO has agreed to contribute additional amounts to capital as needed to cover operating expenses.

8

Background to Understanding the Financial Results for the Past Three Years

To understand Meganet's financial results for the past three years, it is necessary to understand its sales cycle which is different from traditional companies that may have sales on a daily, weekly and/or monthly basis. Meganet's sales cycle is highly sporadic as a result of its product lines and its customer mix.

Product Lines

Meganet is a technology company supplying world markets with products primarily instrumental in military defense, personal protection, data protection, home land security and other intelligence and counter-intelligence uses. Examples of products for these uses are bomb jammers and cell phone interceptors.

This product base lends itself to sporadic sales cycles for the following reasons. In times of war which can come upon a country quickly, a country will have immediate need of products for military defense uses such as bomb jammers. In times of peace, bomb jammers may not be needed for many years. To the contrary, as a country develops and implements a long term homeland security strategy, it may put out bids for certain types of intelligence and counter-intelligence products that it may leave out to bid for one to two years. To participate in such a bidding process, Meganet must maintain protectable state of the art technologies over a lengthy bidding process that it can deliver in quick fashion in the event it is awarded the bid for a particular product.

Customer Mix

Meganet's focus is on government and military markets which has advantages and disadvantages. Advantages include the fact that governments have deep pockets and when they really need a product they can procure it and pay for it. Also, when a company such as Meganet has a technology that a government really needs, the product can sustain a large margin in the sales price. In addition, technology is often scalable. Once developed, products based upon a technology can bring close to a 100% return.

Disadvantages in selling to governments and militaries include the fact that there is fierce competition for these lucrative markets and large suppliers are notorious for using underhanded methods. Also, governments are subject to budgetary issues and budgetary crises and ever changing priorities for fixed budgeted funds. Governments have bidding requirements. This can be good and bad. Bidding does allow for companies such as Meganet to bid against the large suppliers. However, it makes for lengthy and unwieldy sales cycles that make it difficult to predict and sustain cash flow.

Examples Illustrative of Meganet's Sales Cycle

A good way to understand Meganet's sales cycle is to see examples of past sales. Meganet obtained its product base and its business plan from a company called Meganet Corporation, a California corporation ("Meganet California"). In 2002, Meganet California made a sale to the U.S. Department of Labor. After soliciting the U.S. Department of Labor for over a year, Meganet California received a software order for $4,200,000. Development costs of the software had been expensed as they were incurred and since it was software it had no production cost. Therefore the sale was virtually 100% profit to the company at the time it was realized. However, in the 12 months leading to this sale, total sales were only $100,000.

Another example is Meganet California's sale to the U.S. Department of Transportation (the "DOT") in 2005. After pursuing a sale for only three months which would typically be just the beginning of a solicitation cycle, an internal security breach at the DOT heightened security concerns and it issued Meganet California a $10,000,000 contract immediately. In the 12 months prior to the sale, Meganet California had sales of under $1,000,000 dollars total.

A third example is a sale to the U.S. Department of Veteran Affairs (the "DVA") in 2007. Meganet California had been soliciting the DVA's business for three years trying to sell a biometric USB storage device without success. One day without prior notice, Meganet California was selected as the sole source provider of biometric USB storage devices nationwide to over 5,000 facilities. Like before, sales for the prior 12 months had been under $1,000,000.

For the past two years, Meganet has been working hard toward securing some large sales which it believes will materialize in the near future. However, the financial statements included in this annual report show sales minimal sales.  However, this pattern of sporadic sales is typical for this Company.

Our sporadic sales cycle is not the only reason for the lack of sales in the prior two years. The global economic crisis has made many of our customers put purchases on hold. The U.S. government in particular has had many departments put projects on hold, cancel some existing projects and in many cases simply run out of budget for new products. Also in the private sector, the economic downturn has made the purchase of products like ours not a possibility at this time.

Meganet is a company that goes from one large sale to the next with low or quite periods in between.

9

Results of Operations

For the Three Months Ended September 30, 2016 Compared to the Three Months Ended September 30, 2015

Revenues for the three months ended September 30, 2016 and 2015 were $0 and $1,051, respectively, and we incurred no costs of revenues for either period. Operating expenses for the three months ended September 30, 2016 and 2015 were $78,611 and $111,064, respectively, and yielded a net loss from operations of $78,611 and $111,013 respectively.  For the three months ended September 30, 2016, operating expenses consisted of general and administrative expenses of $15,039, depreciation expense was $3,572 and compensation and rent expense were both $30,000. During the three months ended September 30, 2015, operating expenses consisted of general and administrative expenses of $39,887, depreciation expense was $11,072, compensation expense was $30,105 and rent expense was $30,000. The $32,453 decrease in operating expenses is mainly due to a $24,848 reduction in general and administrative expenses as a result of decreased legal and audit fees, as well as a $7,500 decrease in depreciation expense during the three months ended September 30, 2016 compared to the same period in the prior year.

Other expenses for the three months ended September 30, 2016 and 2015 were $19,446 and $11,688, respectively. Other income and expenses consisted of Bitcoin mining income of $0 and $5,482, respectively, offset by Bitcoin mining expense of $0 and $608, respectively. Interest expense was $19,446 and $16,562 for the three months ended September 30, 2016 and 2015, respectively.

Net loss was $98,057 and $121,701 for the three months ended September 30, 2016 and 2015, respectively.

For the Six Months Ended September 30, 2016 Compared to the Six Months Ended September 30, 2015

Revenues for the six months ended September 30, 2016 and 2015 were $120 and $82,134, respectively, and we incurred no costs of revenues for either period. Operating expenses for the six months ended September 30, 2016 and 2015 were $151,444 and $209,209, respectively, and yielded a net loss from operations of $151,324 and $127,075, respectively.  For the six months ended September 30, 2016, operating expenses consisted of general and administrative expenses of $23,656, depreciation expense was $7,776, compensation expense was $60,012 and rent expense was $60,000. During the six months ended September 30, 2015, operating expenses consisted of general and administrative expenses of $58,895, depreciation expense was $21,970, compensation expense was $68,213 and rent expense was $60,131. The $82,014 decrease in revenue is mainly the result of one sale for $80,000 during the six months ended September 30, 2015. The $57,765 decrease in operating expenses is mainly due to a $35,239 reduction in general and administrative expenses as a result of decreased legal and audit fees, as well as a $14,194 decrease in depreciation expense and $8,201 decrease in compensation expense during the three months ended September 30, 2016 compared to the same period in the prior year.

Other expenses for the six months ended September 30, 2016 and 2015 were $38,451 and $25,142, respectively. Other income and expenses consisted of Bitcoin mining income of $0 and $7,867, respectively, offset by Bitcoin mining expense of $0 and $608, respectively. Interest expense was $38,451 and $32,401 for the six months ended September 30, 2016 and 2015, respectively.

Net loss was $189,775 and $152,217 for the six months ended September 30, 2016 and 2015, respectively.

Liquidity

Current assets at September 30, 2016 totaled $1,575 in cash, as compared to $1,627 in cash at March 31, 2016.

During the six months ended September 30, 2016, our operating activities used net cash of $21,490, compared to $83,668 in the comparable 2015 period. Investing activities used cash of $3,975 for the purchase of fixed assets during the period ended September 30, 2015, there were no such purchases in 2016.  Financing activities provided $21,438 in cash during the six months ended September 30, 2016 from officer advances, compared to $88,735 in the comparable 2015 period.

At September 30, 2016, the Company had a working capital deficit of $2,041,973, as compared to $1,898,425 at March 31, 2016.

Contractual Obligations

The Company has no long-term debt obligations, capital lease obligations, purchase obligations or other long-term liabilities.  The Company incurs rent of $10,000 per month for its office and shop space on a month to month basis.

Off-balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

No Undisclosed Material Trends or Events

There are no trends, events or developments that occurred during the fiscal quarter ended September 30, 2016, or from September 30, 2016 through the date of this quarterly report that would indicate or would be a material departure from the financial information set forth in this quarterly report.  Furthermore, there are no other undisclosed events or events likely to occur, of which management is aware, that would materially affect the business and/or financial information set forth in this quarterly report.

10

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

The Company qualifies as a "smaller reporting company" as defined in 17 C.F.R. §229.10(f)(1), and is not required to provide information by this item.

Item 4.  Controls and Procedures.

Evaluation of disclosure controls and procedures

Under the supervision and with the participation of our management including our chief executive officer and chief financial officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")) as of the end of the period covered by this report. Based upon that evaluation, our chief executive officer and our chief financial officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were not effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, (ii) accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding disclosure, and (iii) is not subject to effective duel control allowing for appropriate segregation of duties.

Changes in internal control over financial reporting

Our management, with the participation of the chief executive officer and chief financial officer, has concluded there were no significant changes in our internal controls over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

11

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None

Item 1A.  Risk Factors.

The Company qualifies as a "smaller reporting company" as defined in 17 C.F.R. §229.10(f)(1), and is not required to provide information by this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit No.                         Identification of Exhibit

3.1 3.2 31 32	Articles of Incorporation (1) Bylaws (1) Certification Pursuant to Section 302 of the Sarbanes-Oxley Act. Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	Interactive Data Files

(1) Attached as an exhibit to Form S-1 filed on August 12, 2011.

12

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized

MEGANET CORPORATION

Date:	November 18, 2016	By:	/s/Saul Backal
			Saul Backal, CEO and CFO

13

EX-31

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Saul Backal, certify that:

1.   I have reviewed this Quarterly Report on Form 10-Q of Meganet Corporation, (the "Registrant");

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4.   The Registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the Registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;

c) evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and

5.   The Registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions);

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.

Date:	November 18, 2016	By:	/s/Saul Backal
			Saul Backal, Chief Executive Officer and Chief Financial Officer

EX-32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Meganet Corporation (the "Registrant") on Form 10-Q for the quarter ended September 30, 2016, as filed with the Commission on the date hereof (the "Quarterly Report"), I, Saul Backal, Chief Executive Officer and Chief Financial Officer of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Quarterly Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Dated:  November 18, 2016

/s/Saul Backal

Saul Backal

Chief Executive Officer

Chief Financial Officer

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Document and Entity Information - shares	6 Months Ended
	Sep. 30, 2016	Nov. 14, 2016
Document and Entity Information:
Entity Registrant Name	MEGANET CORP
Document Type	10-Q
Document Period End Date	Sep. 30, 2016
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	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q2
Date of Incorporation	Mar. 26, 2009
Trading Symbol	mgne

XML

BALANCE SHEETS - USD ($)	Sep. 30, 2016	Mar. 31, 2016
Current assets:
Cash	$ 1,575	$ 1,627
Total current assets	1,575	1,627
Property and equipment, net	10,328	18,104
Total assets	11,903	19,731
Current liabilities:
Accounts payable and accrued liabilities	1,261,825	1,139,767
Officer loan	781,723	760,285
Total current liabilities	2,043,548	1,900,052
Total liabilities	2,043,548	1,900,052
Stockholders' deficit:
Common stock; $0.001 par value, 100,000,000 shares authorized and 100,000,000 and 100,000,000 shares issued and outstanding, respectively	100,000	100,000
Additional paid-in capital	2,964,006	2,925,555
Accumulated deficit	(5,095,651)	(4,905,876)
Total stockholders' deficit	(2,031,645)	(1,880,321)
Total liabilities and stockholders' deficit	$ 11,903	$ 19,731

XML

BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2016	Mar. 31, 2016
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

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STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Income Statement
Revenues		$ 1,051	$ 120	$ 82,134
Cost of revenues
Gross profit		1,051	120	82,134
Operating expenses:
General and administrative	15,039	39,887	23,656	58,895
Depreciation	3,572	11,072	7,776	21,970
Compensation and related payroll taxes	30,000	30,105	60,012	68,213
Rent	30,000	30,000	60,000	60,131
Total operating expenses	78,611	111,064	151,444	209,209
Loss before other expenses	(78,611)	(110,013)	(151,324)	(127,075)
Other income (expenses)
Bitcoin mining income		5,482		7,867
Bitcoin mining expense		(608)		(608)
Interest expense	(19,446)	(16,562)	(38,451)	(32,401)
Total other income (expenses)	(19,446)	(11,688)	(38,451)	(25,142)
Loss before income taxes	(98,057)	(121,701)	(189,775)	(152,217)
Provision for income taxes
Net loss	$ (98,057)	$ (121,701)	$ (189,775)	$ (152,217)
Basic loss per common share	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
Basic weighted average common shares outstanding	100,000,000	100,000,000	100,000,000	100,000,000

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STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Cash flows from operating activities:
Net loss	$ (189,775)	$ (152,217)
Adjustments to reconcile net loss to net cash (used) provided by operating activities:
Depreciation	7,776	21,970
Imputed interest on officer advance	38,451	32,401
Changes in operating assets and liabilities:
Increase in accounts payable and accrued expenses	122,058	54,178
Increase (decrease) in deferred revenue		(40,000)
Net cash used in operating activities	(21,490)	(83,668)
Cash flows from investing activities:
Purchase of fixed assets		(3,975)
Net cash used by investing activities		(3,975)
Cash flows from financing activities:
Advances from officer	31,342	129,500
Repayment of officer advances	(9,904)	(40,765)
Net cash provided by financing activities	21,438	88,735
Net change in cash	(52)	1,092
Cash, beginning of period	1,627	94
Cash, end of period	1,575	1,186
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest
Cash paid for taxes

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1. Description of Business and History

6 Months Ended

Sep. 30, 2016

Notes

1. Description of Business and History

1.        DESCRIPTION OF BUSINESS AND HISTORY

Meganet Corporation was incorporated in Nevada on March 26, 2009 (the "Company" or "Meganet"). 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.

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.

The accompanying unaudited financial statements have been prepared by Meganet pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted in accordance with such rules and regulations.  The information furnished in the interim consolidated financial statements include normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements.  Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim consolidated financial statements be read in conjunction with Meganet's most recent audited financial statements.  Operating results for the six months ended September 30, 2016 are not necessarily indicative of the results that may be expected for the year ending March 31, 2017.

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2. Going Concern

6 Months Ended

Sep. 30, 2016

Notes

2. Going Concern

2.        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 $5,095,651 as of September 30, 2016.  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.

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3. Related Party Transactions

6 Months Ended

Sep. 30, 2016

Notes

3. Related Party Transactions

3.        RELATED PARTY TRANSACTIONS

Officer loan – During the three and six month periods ending September 30, 2016, the Company received cash advances from its president in the amount of $27,745 and $31,342 and repaid $7,520 and $9,904, respectively. All amounts advanced to the Company are unsecured, non-interest bearing and due upon demand by the president. The balance of advances due at September 30, 2016 and March 31, 2016 was $781,723 and $760,285, respectively.

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 six month period ending September 30, 2016 and 2015, interest has been imputed and charged to additional paid-in capital in the amount of $38,451 and $32,401, respectively.

Employment agreements – as of September 30, 2016 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 $60,012 and $68,213 for the six month period ending September 30, 2016 and 2015, respectively.  As of September 30, 2016 and March 31, 2016, $931,329 and $871,317 of total compensation was unpaid and accrued in current liabilities, respectively.

XML

1. Description of Business and History (Details)	6 Months Ended
	Sep. 30, 2016
Details
Date of Incorporation	Mar. 26, 2009

XML

2. Going Concern (Details) - USD ($)	Sep. 30, 2016	Mar. 31, 2016
Details
Accumulated deficit	$ (5,095,651)	$ (4,905,876)

XML

3. Related Party Transactions (Details) - USD ($)	3 Months Ended		6 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Mar. 31, 2016
Advances from officer			$ 31,342	$ 129,500
Repayment of officer advances			9,904	40,765
Officer loan	$ 781,723		781,723		$ 760,285
Imputed interest on officer advance			38,451	32,401
Compensation and related payroll taxes	30,000	$ 30,105	60,012	68,213
Accounts payable and accrued liabilities	1,261,825		1,261,825		1,139,767
President
Advances from officer	27,745		31,342
Repayment of officer advances	7,520		9,904
Officer loan	781,723		781,723		760,285
Imputed interest on officer advance			38,451	32,401
Officers' Compensation			$ 120,000
Sales Commission Rate			10.00%
Compensation and related payroll taxes			$ 60,012	$ 68,213
Accounts payable and accrued liabilities	$ 931,329		$ 931,329		$ 871,317